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What changed in Simpson Manufacturing Co., Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Simpson Manufacturing Co., Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+246 added−228 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-03)

Top changes in Simpson Manufacturing Co., Inc.'s 2025 10-K

246 paragraphs added · 228 removed · 200 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

46 edited+4 added−6 removed48 unchanged
Biggest changeThe Company intends to increase penetration of the DIY and contractor customer markets by continuing to expand its product offerings through home centers. The Company’s sales force maintains ongoing contact with home centers to work with them in a broad range of areas, including inventory levels, retail display maintenance and product knowledge training.
Biggest changeThe Company’s sales force maintains ongoing contact with home centers to work with them in a broad range of areas, including inventory levels, retail display maintenance and product knowledge training. The Company’s strategy is to ensure that the home center retail stores are fully stocked with adequate supplies of the Company’s products carried by those stores.
The Company’s early software solutions started by supporting engineers and designers with product selection and specification applications as well as estimating solutions for builders and retailers. The Company strategically expanded its software offerings to enhance collaboration with building industry partners in an effort to streamline workflows, reduce labor 6 time and costs, improve accuracy, support scalability, and increase its profitability.
The Company’s early software solutions started by supporting engineers and designers with product selection and specification applications as well as estimating solutions for builders and retailers. The Company strategically expanded its 6 software offerings to enhance collaboration with building industry partners in an effort to streamline workflows, reduce labor time and costs, improve accuracy, support scalability, and increase its profitability.
Since 1956, through the Simpson Strong-Tie® brand, the Company has led the industry in the wood connectors products space and a growing presence in both the concrete and fastener markets in the U.S. and Europe.
Since 1956, through the Simpson Strong-Tie® brand, the Company has led the industry in the wood connectors products space and has a growing presence in both the concrete and fastener markets in the U.S. and Europe.
The Company’s strategy is to develop new products on a proprietary basis, to seek patents when appropriate, and to rely on trade secret protection for others. Depending on availability and circumstances, the Company will acquire products or solutions meeting our strategic initiatives. 7 Since at least 2006, the Company generally develops 45 to 70 new products each year.
The Company’s strategy is to develop new products on a proprietary basis, to seek patents when appropriate, and to rely on trade secret protection for others. Depending on availability and circumstances, the Company will acquire products or solutions meeting our strategic initiatives. Since at least 2006, the Company generally develops 45 to 70 new products each year.
The Company is also investing in software technology, such as 3D visualization software tools, truss design and specification software, Artificial Intelligence ("AI"), and construction-related software, in order to drive increased specification and use of our building material products with engineers, truss component manufacturers, builders, lumber dealers, and homeowners as well as to support our customers with additional solutions and services.
The Company is also investing in software technology, such as 3D visualization software tools, truss design and specification software, Artificial Intelligence (“AI”), and construction-related software, in order to drive increased specification and use of our building material products with engineers, truss component manufacturers, builders, lumber dealers, and homeowners as well as to support our customers with additional solutions and services.
The Company believes these value-added services are competitive differentiators and provides the Company with a competitive advantage, helping it to achieve industry-leading margins, strong brand recognition and a trusted reputation. The Company also provides engineering services in support of some of our products and increasingly offer design and other software that facilitates the specification, selection and use of our products.
The Company believes these value-added services are competitive differentiators and provides the Company with a competitive advantage, helping it to achieve industry-leading margins, strong brand recognition and a trusted reputation. The Company also provides engineering services in support of some of our products and increasingly offers design and other software that facilitates the specification, selection and use of our products.
Structural Products for Concrete Construction. The Company produces and markets over 3,000 standard and custom products for concrete construction applications. These products are composed of various materials including steel, chemicals and carbon fiber. They are used primarily to anchor, protect and strengthen concrete, brick and masonry applications in industrial, infrastructure, residential, commercial and DIY projects.
Structural Products for Concrete Construction. The Company produces and markets over 3,000 standard and custom products for concrete construction applications. These products are composed of various materials including steel, chemicals and carbon fiber. They are used primarily to anchor, protect and strengthen concrete, brick and masonry applications in residential, commercial and DIY projects.
The Company’s customer-facing software and other technology solutions are anticipated to expand over time to address the growing needs of its end-markets to become a larger portion of the Company’s overall value-added offerings. Distribution Channels and Markets The Company seeks to expand existing and identify new distributions channels in the markets it serves and expand into new adjacent markets.
The Company’s customer-facing software and other technology solutions are anticipated to expand over time to address the growing needs of its end-markets to become a larger portion of the Company’s overall value-added offerings. Distribution Channels and Markets The Company seeks to expand existing and identify new distributions channels in the markets it serves.
Our Environmental, Health and Safety program focuses on implementing change through employee observation feedback channels to recognize risk and continuously improve our processes, as well as conducting regular risk reviews and self-audits at our manufacturing facilities around the world to explore new opportunities to reduce potential employee exposure to occupational injuries.
Our Environmental, Health and Safety program focuses on implementing changes through employee observation feedback channels to recognize risk and continuously improve our processes, as well as conducting regular risk reviews and self-audits at our manufacturing facilities around the world to explore new opportunities to reduce potential employee exposure to occupational injuries.
Structural Products for Wood Construction. The Company produces and markets over 15,000 standard and custom products for wood construction applications. These products are used primarily to strengthen, support and connect wood applications in residential and commercial construction and do-it-yourself (“DIY”) projects. The Company’s wood construction products contribute to structural integrity and resistance to seismic, wind and gravitational forces.
Structural Products for Wood Construction. The Company produces and markets over 16,000 standard and custom products for wood construction applications. These products are used primarily to strengthen, support and connect wood applications in residential and commercial construction and do-it-yourself (“DIY”) projects. The Company’s wood construction products contribute to structural integrity and resistance to seismic, wind and gravitational forces.
We intend to disclose on our website any amendment to, or waiver of, any provisions of our Code of Business Conduct and Ethics that apply to any of our directors, executive officers or senior financial officers that would otherwise be required to be disclosed under the rules of the SEC or the 11 New York Stock Exchange (the "NYSE").
We intend to disclose on our website any amendment to, or waiver of, any provisions of our Code of Business Conduct and Ethics that apply to any of our directors, 11 executive officers or senior financial officers that would otherwise be required to be disclosed under the rules of the SEC or the New York Stock Exchange (the “NYSE”).
The Company evaluates distributors' product mix and conducts promotion to encourage them to add the Company's products that complement the mix of their product offerings in their markets. • Contractors. In some markets, the Company sells to a wide range of end customers (contractors) mainly through direct sales.
The Company evaluates distributors' product mix and conducts promotions to encourage them to add the Company's products that complement the mix of their product offerings in their markets. • Contractors. In some markets, the Company sells to a wide range of end customers (contractors) mainly through direct sales.
As described below, the Company’s wood construction products include: • Connectors - Connectors are prefabricated metal products designed to join wood, concrete, masonry or steel together and are essential for tying wood construction elements together and create safer and stronger buildings.
As described below, the Company’s wood construction products include: • Connectors - Connectors are prefabricated metal products designed to join wood, concrete, masonry or steel together and are essential for tying wood construction elements together and creating safer and stronger buildings.
Through the "Governance" page of our website, it is also possible to access copies of the charters for our Audit and Finance Committee, Compensation and Leadership Development Committee, Corporate Strategy and Acquisitions Committee and Nominating and ESG Committee, Sustainability Reports, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics.
Through the “Governance” page of our website, it is also possible to access copies of the charters for our Audit and Finance Committee, Compensation and Leadership Development Committee, Corporate Strategy and Acquisitions Committee and Nominating and CSR Committee, Sustainability Reports, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics.
The Company purchases steel at market prices, which fluctuate as a result of supply and demand driven by prevailing economic conditions in the marketplace.
The Company purchases steel at market prices, which fluctuates as a result of supply and demand driven by prevailing economic conditions in the marketplace.
Our continuous focus on workplace safety has enabled us to preserve business continuity without sacrificing our commitment to keeping our colleagues and workplace visitors safe. Labor Relations As of December 31, 2024, approximately 18.4% of the Company’s employees are represented by labor unions and are covered by collective bargaining agreements.
Our continuous focus on workplace safety has enabled us to preserve business continuity without sacrificing our commitment to keeping our colleagues and workplace visitors safe. Labor Relations As of December 31, 2025, approximately 19.4% of the Company’s employees are represented by labor unions and are covered by collective bargaining agreements.
You may obtain a copy of any of these reports, free of charge, on the "Financials - SEC Filling" page of our website, as soon as reasonably practicable after we file such material with, or furnish it to the SEC. Printed copies of any of these materials will also be provided free of charge on request.
You may obtain a copy of any of these reports, free of charge, on the “Financials — SEC Filling” page of our website, as soon as reasonably practicable after we file such material with, or furnish it to the SEC. Printed copies of any of these materials will also be provided free of charge on request.
To achieve these approvals, the Company conducts extensive product testing, which is witnessed and certified by independent testing laboratories. These tests also provide the basis of load ratings for the Company’s structural products.
To achieve these code reports, the Company conducts extensive product testing, which is witnessed and certified by independent testing laboratories. These tests also provide the basis of load ratings for the Company’s structural products.
Currently, in the U.S. 26 of the top 30 builders (based on number of housing starts per year) are engaged in our builder program. The Company encounters a variety of competitors that vary by product line, end market, and geographic area.
Currently, in the U.S. 25 of the top 30 builders (based on number of housings starts per year) are engaged in our builder program. The Company encounters a variety of competitors that vary by product line, end market, and geographic area.
The Company has successfully increased its market share over the years through: • designing and marketing end-to-end construction product systems; • product availability with delivery in typically 24 hours to 48 hours; • strong customer support and education for engineers, builders, contractors and building officials; • extensive product testing capabilities at our state-of-the-art test lab; • strong relationships with engineers that get our products specified on the blueprint and pulled through to the job site; and • active involvement with code officials to improve building codes and construction practices.
The Company has successfully increased its market share over the years through: • designing and marketing end-to-end construction product systems; • product availability with delivery in typically 24 hours to 48 hours; • strong customer support and education for engineers, builders, contractors and building officials; • extensive product testing capabilities at our state-of-the-art test lab; • strong relationships with engineers that get our products specified on the blueprint and pulled through to the job site; • strategic partnerships with builders that reinforce long-term supply relationships and drive demand across dealers; and • active involvement with code officials to improve building codes and construction practices.
We strive to have employees representing different genders, ages, ethnicities and abilities by implementing thoughtful, customized solutions and programs.
We strive to have employees representing different backgrounds, genders, ages, ethnicities, veteran status, and abilities by implementing thoughtful, customized solutions and programs.
The Company intends to continue efforts to increase market share in its geographic markets of North America, Europe, and Asia/Pacific as well as across its broad product range through: • An increasingly diverse portfolio of products and software, and a commitment to developing complete solutions for the markets we serve; • Our long-standing reputation, relationships and engagement with engineers, building officials, and contractors to design safer, stronger structures and improve construction standards and practices; • A dedication to innovation and extensive product engineering along with rigorous research and testing in our nine state-of-the-art labs; • Striving for best-in-class field support, technical expertise, digital tools, and training to make it easy to select, specify, install and purchase our products; • Industry-leading product availability and delivery standards on our vast product offering across multiple distribution channels, with typical delivery within 24-48 hours and high fill rates; • A deep commitment to trades education and partnering with organizations that provide training and career opportunities to attract more people to the construction industry and alleviate labor shortages; and • Expanding our solutions and offerings to our end-market customers in the residential, commercial, OEM, component manufacturer, and national retail areas.
The Company intends to continue efforts to increase market share in its geographic markets of North America, Europe, and Asia/Pacific as well as across its broad product range through: • An increasingly diverse portfolio of products and software, and a commitment to developing complete solutions for the markets we serve; • Our long-standing reputation, relationships and engagement with engineers, building officials, and contractors to design safer, stronger structures and improve construction standards and practices; • A dedication to innovation and extensive product engineering along with rigorous research and testing in our eight state-of-the-art labs; • Our goal of best-in-class field support, technical expertise, digital tools, and training to make it easy to select, specify, install and purchase our products; • Our pursuit towards industry-leading product availability and delivery standards on our vast product offering across multiple distribution channels, with typical delivery within 24-48 hours and high fill rates; • A deep commitment to trades education and partnering with organizations that provide training and career opportunities to attract more people to the construction industry and alleviate labor shortages; and • Expansion of our solutions and offerings to our end-market customers in the residential, commercial, OEM, component manufacturer, and national retail areas. 5 Products and Services Historically, the Company’s product lines have encompassed connectors, anchors, fasteners, lateral-force resisting systems, and truss plates, as well as repair and strengthening product lines for the industrial and transportation markets.
As described below, the Company’s concrete construction products include: • Anchor Products - Anchor products include adhesives, mechanical anchors, carbide drill bits, and powder-actuated pins and tools used for numerous applications of anchoring or attaching elements onto concrete, brick, masonry and steel; and • Repair, Protection and Strengthening Products - Concrete construction repair, protection and strengthening products include grouts, coatings, sealers, mortars, fiberglass and fiber-reinforced polymer systems and asphalt products.
As described below, the Company’s concrete construction products include: • Anchor Products - Anchor products primarily include adhesives and mechanical anchors used for numerous applications of anchoring or attaching elements onto concrete, brick, masonry and steel; and • Repair, Protection and Strengthening Products - Concrete construction repair, protection and strengthening products include coatings, sealers, mortars, fiberglass and fiber-reinforced polymer systems and asphalt products.
Our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters of a fiscal year, as the Company's customers tend to purchase construction materials in the late spring and summer months for the construction season.
Sales and income have typically been lower in the first and fourth quarters than in the second and third quarters of a fiscal year, as customers generally purchase construction materials in the late spring and summer months for the construction season.
Employees Individual Contributors Middle Management Senior Leadership American Indian or Alaska Native 1.0% 1.0% —% —% Asian 10.0% 10.0% 8.0% 14.0% Black or African American 9.0% 10.0% 4.0% 3.0% Hispanic or Latino 19.0% 21.0% 9.0% —% Native Hawaiian or Other Pacific Islander 1.0% 1.0% —% —% Two or More Races 2.0% 2.0% 2.0% —% White 52.0% 48.0% 73.0% 77.0% Not disclosed 6.0% 7.0% 4.0% 6.0% 10 Talent Development The Company's commitment to talent development is fundamental to executing our strategy and advancing the development, manufacture, and marketing of innovative products and services.
Employees Individual Contributors Middle Management Senior Leadership American Indian or Alaska Native 0.7% 0.8% 0.2% —% Asian 10.1% 10.6% 6.9% 20.6% Black or African American 10.1% 11.1% 4.8% 2.9% Hispanic or Latino 22.3% 24.6% 11.4% —% Native Hawaiian or Other Pacific Islander 0.6% 0.7% 0.4% —% Two or More Races 2.2% 2.2% 2.3% —% White 53.4% 49.4% 73.5% 76.5% Not disclosed 0.5% 0.6% 0.4% —% 10 Talent Development The Company's commitment to talent development is fundamental to executing our strategy and advancing the development, manufacture, and marketing of innovative products and services.
Included in this category are connectors, holddowns, and truss connector plates. • Fasteners - The fastening line includes variety of nails, screws and staples, which are complemented by the Company's multiple screw fastening systems, which are used exclusively in numerous applications such as building envelope applications, decking, subfloors, drywall and roofing; and • Lateral-Force Resisting Systems - Lateral-force resisting systems are assemblies used to resist earthquake or wind forces and include pre-fabricated steel and wood shearwalls, Anchor Tiedown Systems (ATS), and Yield-Link connections for steel moment and braced frames.
Included in this category are connectors, holddowns, and truss connector plates. • Fasteners - The fastening line includes variety of nails and screws which are complemented by the Company's multiple screw fastening systems, which are used exclusively in numerous applications such as building envelope applications, decking, subfloors, drywall and roofing; and • Lateral-Force Resisting Systems - Lateral-force resisting systems are assemblies used to resist earthquake or wind forces and include pre-fabricated steel and wood shearwalls, continuous rod tiedown systems, and wall bracing solutions.
As of December 31, 2024, our employees, including those employed by consolidated subsidiaries, by region were approximately: Asia Pacific 797 Europe 1,536 Americas 3,539 5,872 Inclusion and Belonging Our commitment to inclusion and belonging starts at the top with a highly skilled and diverse board.
As of December 31, 2025, our employees, including those employed by consolidated subsidiaries, by region were approximately: Asia Pacific 718 Europe 1,551 Americas 3,276 Total 5,545 Inclusion and Belonging Our commitment to inclusion and belonging starts at the top with a highly skilled and diverse board.
In 2024, through our research and development efforts, the Company developed over 65 new products expanding its product offerings by adding: • new connectors and lateral products for wood framing applications; • new connectors and fasteners for mass timber and offsite constructions; • connections for structural steel construction; • new connectors for cold formed steel applications; • new fastener products and tools for wood construction; • new mechanical and adhesive anchors for concrete and masonry construction; and • new repair and strengthening systems for concrete and masonry applications.
In 2025, through our research and development efforts, the Company developed over 50 new products, expanding its product offerings by adding: • new connectors and lateral products for wood framing applications; • new connectors and fasteners for mass timber and offsite constructions; • new fastener products and tools for wood construction; and • new mechanical and adhesive anchors for concrete and masonry construction.
Item 1. Business. Company Background Simpson Manufacturing Co., Inc. ("Simpson," the "Company," "we," "us," or "our,") through its subsidiaries, including, Simpson Strong-Tie Company Inc. ("SST"), designs, engineers and is a leading manufacturer of structural solutions for wood, concrete, and steel connections. These solutions help customers design and build safer and stronger structures.
Item 1. Business. Company Background Simpson Manufacturing Co., Inc. (“Simpson,” the “Company,” “we,” “us,” or “our,”) through its subsidiaries, including, Simpson Strong-Tie Company Inc. (“SST”), designs, engineers and is a leading manufacturer of structural solutions primarily for wood and concrete. These solutions help customers design and build safer and stronger structures.
Our products for wood construction are used in light-frame building applications and include connectors, truss plates, screw fastening systems, fasteners and pre-fabricated lateral-force resisting systems.
Products for wood construction are used in light-frame building applications and include connectors, truss plates, screw fastening systems, fasteners, pre-fabricated lateral-force resisting systems, and automated saws and equipment used in the fabrication of wall, floor, and truss assemblies.
The Company’s product research and development is based largely on products or solutions that are identified within the Company, feedback or requests from customers for new or specialty products or in connection with the Company’s strategic initiatives to expand into new markets and/or develop new product lines.
The Company’s engineering, sales, product management, and marketing teams work together with architects, engineers, building inspectors, code officials, builders and customers in the new product development process. 7 The Company’s product research and development is based largely on products or solutions that are identified within the Company, feedback or requests from customers for new or specialty products or in connection with the Company’s strategic initiatives to expand into new markets and/or develop new product lines.
As of December 31, 2024, we had the following global gender demographics: Women Men Not Disclosed All employees 22.0% 70.0% 8.0% Individual Contributors 23.0% 68.0% 9.0% Middle Management 20.0% 75.0% 5.0% Senior Leadership 16.0% 84.0% —% As of December 31, 2024, our U.S. employees had the following race and ethnicity demographics: All U.S.
As of December 31, 2025, we had the following global gender demographics: Women Men Not Disclosed All employees 22.0% 69.7% 8.3% Individual Contributors 22.3% 68.9% 8.8% Middle Management 19.9% 74.0% 6.0% Senior Leadership 19.4% 80.6% —% As of December 31, 2025, our U.S. employees had the following race and ethnicity demographics: All U.S.
We have two facility locations with collective bargaining agreements covering tool and die craftsmen, maintenance workers, and sheet-metal workers. In Stockton, California, two union contracts will expire in June 2027 and September 2028, respectively. In Riverside, California, two union contracts will expire on February 28, 2025, which is in the process of being renegotiated and in June 2026, respectively.
We have two U.S. facility locations with collective bargaining agreements covering tool and die craftsmen, maintenance workers, and sheet-metal workers. Furthermore, we have a U.S. facility with collective bargaining agreements covering warehouse workers. In Stockton, California, two union contracts will expire in June 2027 and September 2028, respectively.
See “Item 7 — 5 Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Note 19 — Segment Information” to the Company’s consolidated financial statements for financial information regarding revenues by product category. The Company has established a presence in Europe through acquisition of companies with existing customer bases and through servicing U.S.-based customers operating in Europe.
See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Note 19 — Segment Information” to the Company’s consolidated financial statements for financial information regarding revenues by product category.
The Company believes it is the only U.S. manufacturer with the capability to internally test multi-story wall systems, thus enabling full scale testing rather than analysis alone to prove system performance. The Company’s engineering, sales, product management, and marketing teams work together with architects, engineers, building inspectors, code officials, builders and customers in the new product development process.
The Company believes it is the only U.S. manufacturer with the capability to internally test multi-story wall systems, thus enabling full scale testing rather than analysis alone to prove system performance.
The Company intends to increase penetration of the residential market by expanding to markets in which it sells products directly to lumber dealers and cooperatives. The Company's sales force maintains ongoing contact with these customers and supports the inventory levels, resets, and displays. • Home Centers.
The Company sells a significant portion of its products directly to lumber dealers and building materials cooperatives that serve residential and light commercial construction markets. The Company's sales force maintains ongoing contact with these customers and supports the inventory levels, resets, and in-store displays.
Additionally, weather conditions, such as extended cold or wet weather, affecting and sometimes delaying installation of some of its products, would negatively affect the Company's results of operations. Operating results vary from quarter to quarter and with economic cycles.
In addition, weather conditions, such as extended periods of cold or wet weather, can delay installation of certain products and negatively affect the Company’s results of operations. Operating results may also vary with broader economic cycles.
The Company continues to develop its software solutions, equipment offerings, and provide better technology solutions increasing its truss connector plate sales as well as other Simpson Strong-Tie core products sales within the component industry. • OEM Relationships.
The Company continues to expand its portfolio of software, equipment, and technology-enabled solutions designed to support component manufacturing operations, which in turn drive increased adoption of truss connector plates as well as other Simpson Strong-Tie core products within the component industry. • OEM Relationships.
Seasonality and Cyclicality Although the Company’s sales have been seasonal and cyclical, with operating results varying from quarter to quarter, as a result of our European operations, primarily ETANCO, overall sales are becoming less seasonal.
Seasonality and Cyclicality The Company’s sales have historically been seasonal and cyclical, with operating results varying from quarter to quarter.
As noted above, the same efforts to mitigate the Company's reliance on housing starts have also softened 9 the effects of seasons and adverse weather on the Company's quarterly results.
However, the Company’s efforts to diversify its end markets, geographic exposure, and product offerings have helped mitigate reliance on 9 housing starts and have softened the effects of seasonality and adverse weather on quarterly operating results.
The Company has continuously manufactured structural connectors since 1956 and believes that it benefits from the strong name recognition of the Simpson Strong-Tie® brand in residential, light industrial, and commercial markets. Sales The Company attracts and retains customers by designing, manufacturing and selling high quality, high-performing products that are cost effective and easy for our customers to install.
Sales The Company attracts and retains customers by designing, manufacturing and selling high quality, high-performing products that are cost effective and easy for our customers to install.
The Company also distributes connector, anchor, and adhesive products in Canada, Mexico, Chile, Australia, and New Zealand. Additionally, with the acquisition of ETANCO, the Company expanded its product portfolio to include commercial building envelope solutions and significantly increased its market presence across Europe. Many of the Company’s products are code-listed and approved by building code evaluation agencies.
The Company has established a presence in Europe through acquisition of companies with existing customer bases and through servicing United States (“U.S.”)-based customers operating in Europe. The Company also distributes connector, anchor, and adhesive products in Canada, Mexico, Chile, Australia, and New Zealand. Many of the Company’s products are code-listed with code reports issued by building code evaluation agencies.
Although the Company’s sales are also dependent, to a degree, on the U.S. residential home c onstruction industry, the North America Segment accounted for approximately 77.8% of our net sales for the fiscal year ended December 31, 2024.
The Company’s sales remain influenced, in part, by activity levels in the U.S. residential construction industry, with the North America Segment accounting for approximately 77.8% of net sales for the fiscal year ended December 31, 2025.
The Company’s strategy is to ensure that the home center retail stores are fully stocked with adequate supplies of the Company’s products carried by those stores. The Company has further developed extensive bar coding and merchandising aids and has devoted a portion of its research and development efforts to DIY products.
The Company has further developed extensive bar coding and merchandising aids and has devoted a portion of its research and development efforts to DIY products. • Wood Component Manufacturers. The Company works directly with wood component manufacturer customers and intends to further increase penetration in this market.
The Company also has two collective bargaining agreements in France, one under the Convention collective nationale de la métallurgie and the other under Plasturgie.
In Riverside, California, two union contracts will expire in June 2026 and March 2029, respectively. In Enfield, Connecticut, one union contract will expire in December 2029. The Company also has three collective bargaining agreements in France, one under the Convention collective nationale de la métallurgie, another under Plasturgie and a third under the Fédération Française du Bâtiment.
The Company markets its products to the residential construction, light industrial, commercial construction, original equipment manufacturer ("OEM"), component manufacturers and national retail markets domestically in North America, primarily in the United States, and internationally, predominantly in Europe. Our European operations includes our subsidiary FIXCO, Invest S.A.S.
In recent years, the Company has maintained its historical operations in North America while focusing on increasing product penetration within its existing markets and customer base. The Company markets its products domestically in North America, primarily in the United States and Canada, serving the residential construction, commercial construction, original equipment manufacturer (“OEM”), component manufacturer and national retail markets.
Removed
Our products for concrete construction are used in concrete, masonry and steel building applications and include adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools, fiber reinforced materials, and other repair products used for protecting and strengthening structures.
Added
In addition, the Company provides engineering and professional services to support product specification and adoption, while continuing to expand its digital tools and design, planning, and estimating software. The Company has continuously manufactured structural connectors since 1956 and believes that it benefits from the strong name recognition of the Simpson Strong-Tie® brand in residential, light industrial, and commercial markets.
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(together with its subsidiaries, “ETANCO”), which we acquired in 2022 to expand our product portfolio to include commercial building envelope solutions. ETANCO is a leading designer, manufacturer and distributor of fixing and fastening solutions for the European building and construction market.
Added
Products for concrete construction are used in concrete, masonry and steel building applications and include adhesives, mechanical anchors, structural support assemblies for framed openings, and other repair and protection products. The Company’s international operations are predominantly located in Europe. The Company markets its products domestically in Europe serving primarily the residential construction, commercial construction, and OEM markets.
Removed
ETANCO's primary product applications directly align with the addressable markets in which the Company operates, expands our portfolio of solutions, including mechanical anchors, fasteners and commercial building envelope solutions, and significantly increase our market presence across Europe.
Added
The Company offers both wood construction products including connectors, fasteners, shear‑wall systems, and mass timber solutions, and concrete construction products, such as anchors, fiber‑reinforced products used in the protection and strengthening of structures, and other fixing and fastening solutions designed for commercial building‑envelope applications.
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Simpson also provides engineering services to support and enhance products and their specification while growing its offering of digital tools and design, planning and estimating software to facilitate the specification, selection and use of our products.
Added
Many dealer customers currently purchase the Company’s connectors, and the Company intends to expand penetration within these accounts by increasing adoption of additional product lines, including anchors and fasteners. • Home Centers. The Company intends to increase penetration of the DIY and contractor customer markets by continuing to expand its product offerings through home centers.
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Products and Services Historically, the Company’s product lines have encompassed connectors, anchors, fasteners, lateral-force resisting systems, and truss plates, as well as repair and strengthening product lines for the industrial and transportation markets.
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The Company’s sales to home centers increased year-over-year in 2024, 2023 and 2022. • Wood Component Manufacturers. The Company works directly with wood component manufacturer customers.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

54 edited+14 added−6 removed141 unchanged
Biggest changeRegulatory Risks Failure to comply with industry regulations could result in reduced sales and increased costs. We are subject to environmental laws and regulations governing emissions into the air, discharges into water, and generation, handling, storage, transportation, treatment and disposal of waste materials. We are also subject to other federal and state laws and regulations regarding health and safety matters.
Biggest changeRegulatory Risks Failure to comply with industry regulations could result in reduced sales and increased costs.
Misuse of or failure to secure personal information could also result in violation of data privacy laws and 15 regulations, proceedings against us by governmental entities or others, damage to our reputation and credibility, and could have a material adverse effect on our business and results of operations.
Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against us by governmental 15 entities or others, damage to our reputation and credibility, and could have a material adverse effect on our business and results of operations.
Some of our manufacturing facilities are located in geographic regions that have experienced, or may experience in the future, major natural disasters and other catastrophes, such as fires, earthquakes, floods and hurricanes. Our disaster recovery plan may not be adequate or effective to respond in such events.
Some of our manufacturing facilities are located in geographic regions that have experienced, or may experience in the future, major natural disasters and other catastrophes, such as fires, earthquakes, floods and hurricanes. Our disaster recovery plan may not be adequate or effective to respond to such events.
Numerous countries, including European Union member states, have already enacted legislation incorporating the global minimum tax with effect and widespread implementation of a global minimum tax is expected by 2025. While we are subject to Pillar II, the enacted legislative changes to date did not have a material impact to our overall operations.
Numerous countries, including European Union member states, have already enacted legislation incorporating the global minimum tax with effect and widespread implementation of a global minimum tax is expected by 2025. While we are subject to Pillar II, the legislative changes enacted to date did not have a material impact on our overall operations.
Even if our policies and procedures for exports, imports and sanction regulations comply, but our employees fail or neglect to follow them in all respects, we might incur similar liability. Any changes in applicable export, import or sanction laws or regulations or any legal or regulatory violations could materially and adversely affect our business and financial condition.
Even if our policies and procedures for exports, imports and sanction regulations comply, our employees fail or neglect to follow them in all respects, we might incur similar liability. Any changes in applicable export, import or sanction laws or regulations or any legal or regulatory violations could materially and adversely affect our business and financial condition.
Our ability to raise money by issuing and selling shares of our common or preferred stock depends on general market conditions and the demand 22 for our stock. If we sell stock, our existing stockholders could experience substantial dilution. Our inability to secure additional financing could prevent the expansion of our business, internally and through acquisitions.
Our ability to raise money by issuing and selling shares of our common or preferred stock depends on general market conditions and the demand for our stock. If we sell stock, our existing stockholders could experience substantial dilution. Our inability to secure additional financing could prevent the expansion of our business, internally and through acquisitions.
This increasingly complex global tax environment could increase tax uncertainty, which could in turn result in higher compliance costs and adverse effects on our financial performance. We are also subject to regular reviews, examinations and audits by numerous taxing authorities with respect to income and non-income based taxes.
This increasingly complex global tax environment could increase tax uncertainty, which could in turn result in higher compliance costs and adverse effects on our financial performance. We are also subject to regular reviews, examinations and audits by numerous tax authorities with respect to income and non-income based taxes.
To determine whether an impairment has occurred, we may utilize "Step Zero" qualitative test or compare fair value of each of our reporting units with its carrying value. In the past, these tests have led us to incur significant impairment charges.
To determine whether an impairment has occurred, we may utilize “ Step Zero ” qualitative test or compare fair value of each of our reporting units with its carrying value. In the past, these tests have led us to incur significant impairment charges.
We rely on complex software systems and hosted applications to operate our business, and our business may be disrupted if we are unable to successfully and efficiently update these systems or convert to new systems. We are increasingly dependent on technology systems to operate our business, reduce costs, and enhance customer service.
We rely on complex software systems and hosted applications to operate our business, and our business may be disrupted if we are unable to successfully and efficiently update these systems or convert them to new systems. We are increasingly dependent on technology systems to operate our business, reduce costs, and enhance customer service.
We may not be able to ascertain the origins of such minerals that we use and may not be able to satisfy requests from customers to certify that our products are free of conflict minerals. These requirements also could constrain the pool of suppliers from which we source such minerals.
We may not be able to ascertain the origins of such minerals as we use and may not be able to satisfy requests from customers to certify that our products are free of conflict minerals. These requirements also could constrain the pool of suppliers from which we source such minerals.
We also migrate from legacy systems to new systems from time to time. Maintaining existing software systems, implementing upgrades and converting to new systems are costly and require a significant allocation of personnel and other resources.
We also migrate from legacy systems to new systems from time to time. Maintaining existing software systems, implementing upgrades and converting them to new systems are costly and require a significant allocation of personnel and other resources.
We make statements about our environmental, social and governance goals and initiatives through information provided on our website, press statements and other communications, including through our Environmental, Social and Governance Report.
We make statements about our environmental, social and governance goals and initiatives through information provided on our website, press statements and other communications, including through our CSR Report.
We are a global company with significant revenues and earnings generated internationally, which exposes us to the impact of foreign currency fluctuations, as well as political and economic risks. Sales outside of the U.S. accounted for 26.5% of our consolidated net sales and a portion of our earnings in 2024.
We are a global company with significant revenues and earnings generated internationally, which exposes us to the impact of foreign currency fluctuations, as well as political and economic risks. Sales outside of the U.S. accounted for 26.5% of our consolidated net sales and a portion of our earnings in 2025.
Our recent efforts to increase our technology offerings and integrate new software and application offerings may prove unsuccessful and may affect our future prospects. In North America the residential construction industry has experienced increased complexity in some home design and builders are more aggressively trying to reduce their costs.
Our recent efforts to increase our technology offerings and integrate new software and application offerings may prove unsuccessful and may affect our future prospects. In North America the residential construction industry has experienced increased complexity in some home designs and builders are more aggressively trying to reduce their costs.
Further, although we maintain various form and levels of insurance to protect us against potential loss exposures, the scope of our available insurance coverage may not be adequate to protect us against all potential risks. For example, we do not carry earthquake insurance and other insurance that we carry is limited in the risks covered and the amount of coverage.
Further, although we maintain various forms and levels of insurance to protect us against potential loss exposures, the scope of our available insurance coverage may not be adequate to protect us against all potential risks. For example, we do not carry earthquake insurance and other insurance that we carry is limited in the risks covered and the amount of coverage.
Our amended and restated certificate of incorporation and bylaws contain provisions that may discourage, delay or prevent a change in control of our Company or changes in our management that our stockholders may deem advantageous. For example, under our charter documents, our stockholders cannot call special meetings and cannot take action by written consent.
Our amended and restated certificate of incorporation and bylaws contain provisions that may discourage, delay or prevent a change in control of our Company or changes in our management that our stockholders may deem advantageous. For example, under our charter documents, our stockholders cannot call special meetings and cannot take action with written consent.
A significant portion of our growth has been generated by acquisitions, such as the acquisition of ETANCO and we may continue to acquire businesses in the future as part of our growth strategy. Furthermore, there is no assurance that any such transaction will result in synergistic benefits.
A significant portion of our growth has been generated by acquisitions, and we may continue to acquire businesses in the future as part of our growth strategy. Furthermore, there is no assurance that any such transaction will result in synergistic benefits.
If we fail to adhere to our privacy policy and other published statements or applicable laws concerning our processing, use, transmission and disclosure of protected information, or if our statements or practices are found to be deceptive or misrepresentative, we could face regulatory actions, fines and other liability.
If we fail to adhere to our privacy policy and other published statements or applicable laws concerning our processing, use, transmission and disclosure of protected information, or if our statements or practices are found to be deceptive or misrepresentative, we could face regulatory actions, fines and other liabilities.
If our policies and procedures are flawed, or our employees fail or neglect to follow our policies and procedures in all respects, we might incur liability. Relevant laws and regulations could change or new ones could be adopted that require us to incur substantial expense to comply.
If our policies and procedures are flawed, or our employees fail or neglect to follow our policies and procedures in all respects, we might incur liability. Relevant laws and regulations could change, or new ones could be adopted that require us to incur substantial expenses to comply.
We have a few large customers, the loss of any one of which could negatively affect our sales and profits. Our largest customers accounted for a significant portion of net sales for the years ended December 31, 2024, 2023, and 2022.
We have a few large customers, the loss of any one of which could negatively affect our sales and profits. Our largest customers accounted for a significant portion of net sales for the years ended December 31, 2025, 2024, and 2023.
The insurance that we carry is limited in the amount of coverage and may not be adequate to cover all of our resulting costs, business interruption and lost profits if we are subject to product liability claims.
The insurance that we carry is limited in terms of coverage and may not be adequate to cover all of our resulting costs, business interruption and lost profits if we are subject to product liability claims.
In order to compete effectively we must continue to develop enhancements to our existing products, new products and services on a timely basis that meet changing consumer preferences and successfully develop, manufacture and market these new products, product enhancements and services.
In order to compete effectively we must continue to develop enhancements to our existing products, new products and services on a timely basis that meet changing consumer preferences and successfully develop, manufacture and market these new products, product enhancements, additional technologies and services.
In addition, we operate in many parts of the world that have experienced governmental corruption and we could be adversely affected by violations of the Foreign Corrupt Practices Act ("FCPA") and similar worldwide anti-corruption laws.
In addition, we operate in many parts of the world that have experienced governmental corruption, and we could be adversely affected by violations of the Foreign Corrupt Practices Act (“FCPA”) and similar worldwide anti-corruption laws.
Global pandemics, such as COVID-19, or other public health crises may adversely affect, among other things, our supply chain and associated costs; demand for our products and services; our operations and sales, marketing and distribution efforts; our research and development capabilities; our engineering, design, and manufacturing processes; and other important business activities.
Global pandemics, or other public health crises may adversely affect, among other things, our supply chain and associated costs; demand for our products and services; our operations and sales, marketing and distribution efforts; our research and development capabilities; our engineering, design, and manufacturing processes; and other important business activities.
We may not be able to attract and retain key personnel or may incur significant costs to do so. 21 Our work force could become increasingly unionized in the future and our unionized or union-free work force could strike, which could adversely affect the stability of our production and reduce our profitability.
We may not be able to attract and retain key personnel or may incur significant costs to do so. Our workforce could become increasingly unionized in the future and our unionized or union-free workforce could strike, which could adversely affect the stability of our production and reduce our profitability.
Capital Expenditures, Expansions, Acquisitions and Divestitures Risks Acquisitions, divestitures, and other strategic transactions could fail to achieve financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations. In furtherance of our business strategy, we routinely evaluate opportunities and may enter into agreements for possible acquisitions, divestitures, or other strategic transactions.
Acquisitions, divestitures, and other strategic transactions could fail to achieve financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations. In furtherance of our business strategy, we routinely evaluate opportunities and may enter into agreements for possible acquisitions, divestitures, or other strategic transactions.
Our planning/design software applications facilitate the creation by customers of complex construction and building designs and is extremely complex.
Our planning/design software applications facilitate the creation by customers of complex construction and building designs and are extremely complex.
Risks Related to Our International Operations International operations and our financial results in those markets may be affected by legal, regulatory, political, currency exchange and other economic risks. During 2024, revenue from sales outside of the U.S. was $591.5 million, representing approximately 26.5% of consolidated sales.
Risks Related to Our International Operations International operations and our financial results in those markets may be affected by legal, regulatory, political, currency exchange and other economic risks. During 2025, revenue from sales outside of the U.S. was $619.0 million, representing approximately 26.5% of consolidated sales.
The selling prices of our products have not always increased in response to raw material, energy or other cost increases, and we are unable to determine to what extent, if any, we will be able to pass future cost increases through to our customers.
The cost of producing our products is also sensitive to the price of energy. The selling prices of our products have not always increased in response to raw material, energy or other cost increases, and we are unable to determine to what extent, if any, we will be able to pass future cost increases through to our customers.
While we generally attempt to limit our liability through our internal processes and through our legal agreements with third parties to which we provide such services, under various local, state and federal rules and regulations these limitations may not be effective and we may be held liable for engineering failures. Any such liability could materially and adversely affect our profitability.
While we generally attempt to limit our liability through our internal processes and through our legal agreements with third parties to which we provide such services, under various local, state and federal rules and regulations these limitations may not be effective, and we may be held liable for engineering failures.
Public health crises, such as the COVID-19 pandemic, and the measures taken in response to such events have in the past negatively impacted, and may again in the future negatively impact, our operations and workforce, as well as those of our partners, customers and suppliers.
Public health crises, global pandemics, and the measures taken in response to such events have in the past negatively impacted, and may again in the future negatively impact, our operations and workforce, as well as those of our partners, customers and suppliers.
Our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner.
Capital Expenditures, Expansions, Acquisitions and Divestitures Risks Our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner.
In addition, our distributor customers and builders have increasingly consolidated over time, which has increased the material adverse effect risk of losing any one of them and may increase their bargaining power in negotiations with us. These trends could negatively affect our sales and profitability.
In addition, our distributor customers and builders have increasingly consolidated over time, which has increased the material adverse effect risk of losing any one of them and may increase their bargaining power in negotiations with us.
A significant number of our employees are represented by labor unions and covered by collective bargaining agreements that will expire between 2025 and 2028. Generally, collective bargaining agreements that expire may be terminated after notice by the union.
A significant number of our employees are represented by labor unions and covered by collective bargaining agreements that will expire between 2026 and 2029. Generally, collective bargaining agreements that expire may be terminated after notice by the union. After termination, the union may authorize a strike.
In addition, future acquisitions may involve issuance of additional equity securities that dilute the value of our existing equity securities, increase our debt, cause impairment related to goodwill and cause impairment of, and amortization expenses related to, other intangible assets, which could materially and adversely affect our profitability.
These risks would likely be greater in the case of larger transactions. In addition, future acquisitions may involve issuance of additional equity securities that dilute the value of our existing equity securities, increase our debt, cause impairment related to goodwill and cause impairment of, and amortization expenses related to, other intangible assets, which could materially and adversely affect our profitability.
A potential acquisition, divestiture, or other strategic transaction may involve a number of risks including, but not limited to: • the transaction may not effectively advance our business strategy, and its anticipated benefits may never materialize; • integration of an acquired business' accounting, information technology, human resources, and other administrative systems may fail to permit effective management and expense reduction; • diversion of management’s attention from business operations to integration matters; • departure of key personnel from the acquired business; • effectively managing entrepreneurial spirit and decision-making; • unanticipated costs and exposure to unforeseen liabilities; and • impairment of assets.
A potential acquisition, divestiture, or other strategic transaction may involve a number of risks including, but not limited to: • the transaction may not effectively advance our business strategy, and its anticipated benefits may never materialize; • integration of an acquired business' accounting, information technology, human resources, and other administrative systems may fail to permit effective management and expense reduction; • diversion of management’s attention from business operations to integration matters; • departure of key personnel from the acquired business; • effectively managing entrepreneurial spirit and decision-making; • unanticipated costs and exposure to unforeseen liabilities; and • impairment of assets. 22 As a result, if we fail to evaluate and execute these transactions properly, we might not achieve the anticipated benefits of such transactions, and we may incur costs in excess of what we anticipate.
The loss of any of our executive officers or other key employees could harm the business and the Company’s ability to timely achieve its strategic initiatives. Our success also depends on our ability to identify, attract, hire and retain our key personnel. We face strong competition for such personnel and may not be able to attract or retain such personnel.
The loss of any of our executive officers or other key employees could harm the business and the Company’s ability to timely achieve its strategic initiatives. Our success also depends on our ability to identify, attract, hire and retain our key personnel.
In addition, when we experience periods with little or no profits, a decrease in compensation based on our profits may make it difficult to attract and retain highly qualified personnel.
We face strong competition for such personnel and 21 may not be able to attract or retain such personnel. In addition, when we experience periods with little or no profits, a decrease in compensation based on our profits may make it difficult to attract and retain highly qualified personnel.
Our growth may depend on our ability to develop new products and services and penetrate new markets, which could reduce our profitability. 12 Our continued growth depends upon our ability to develop additional products, services, and technologies that meet our customers’ expectations of our brand and quality and that allow us to enter into new markets.
Our continued growth depends upon our ability to develop additional products, services, and technologies that meet our customers’ expectations of our brand and quality and that allow us to enter into new markets.
This could harm our reputation, negatively impact our customer relationships and have a material adverse effect on our financial condition and results of operations. In addition, a material increase in transportation rates or fuel surcharges could have a material adverse effect on our profitability.
This could harm our reputation, negatively impact our customer relationships and have a material adverse effect on our financial condition and results of operations.
Expectations relating to environmental, social and governance considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business. 13 Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.
General Risk Factors Any issuance of preferred stock may dilute your investment and reduce funds available for dividends.
Any such liability could materially and adversely affect our profitability. 23 General Risk Factors Any issuance of preferred stock may dilute your investment and reduce funds available for dividends.
Climate change, drought, weather conditions and storm activity could have a material adverse impact on our results of operations. In North America, weather conditions and the level of severe storms can have a significant impact on the markets for residential construction and home improvement.
In North America and Europe, weather conditions and the level of severe storms can have a significant impact on the markets for residential construction and home improvement.
Further, our planned expenditures are also based primarily on sales forecasts. When sales do not meet our expectations, our operating results will be reduced for the relevant quarters, as we will have already incurred expenses based on those expectations. This could result in a material decline in our stock price.
When sales do not meet our expectations, our operating results will be reduced for the relevant quarters, as we will have already incurred expenses based on those expectations. This could result in a material decline in our stock price. Climate change, drought, weather conditions and storm activity could have a material adverse impact on our results of operations.
Our inability to effectively compete could reduce the sales of our products and services, which could have a material adverse impact on our business, financial condition, and results of operations.
Many of our competitors are also leveraging AI to improve product capabilities and operational efficiency, which could further intensify competition. Our inability to effectively compete could reduce the sales of our products and services, which could have a material adverse impact on our business, financial condition, and results of operations.
In addition, weather conditions, such as unseasonably warm, cold or wet weather, which affect, and sometimes delay or accelerate installation of some of our products, may significantly affect our results of 19 operations. Sales that we anticipate in one quarter may occur in another quarter, affecting both quarters’ results and potentially our stock price.
In addition, weather conditions, such as unseasonably warm, cold or wet weather, which affect, and sometimes delay or accelerate installation of some of our products, may significantly affect our results of operations.
Any such issuance could be used to impede an acquisition of our business that our Board of Directors does not approve, further dilute the equity investments of holders of our common stock and reduce funds available for the payment of dividends to holders of our common stock. 23 Provisions in our amended and restated certificate of incorporation and bylaws or Delaware law might discourage, delay or prevent a change in control of our company or changes in our management.
Any such issuance could be used to impede an acquisition of our business that our Board of Directors does not approve, further dilute the equity investments of holders of our common stock and reduce funds available for the payment of dividends to holders of our common stock.
In addition to claims concerning individual products, as a manufacturer, we can be subject to costs, potential negative publicity and lawsuits related to product recalls, which could adversely impact our results of operations and damage our reputation. 20 Design defects, labeling defects, product formula defects, inaccurate chemical mixes, product recalls and/or product liability claims could harm our business, reputation, financial condition and results of operations.
In addition to claims concerning individual products, as a manufacturer, we can be subject to costs, potential negative publicity and lawsuits related to product recalls, which could adversely impact our results of operations and damage our reputation. We also face product liability exposure when our products are incorporated into residential construction by home builders.
After termination, the union may authorize a strike similar to the strike which was initiated at our Stockton facility in the third quarter of 2019. Although we believe that our relations with our employees are generally good, no assurance can be given that we will be able to successfully extend or renegotiate our collective bargaining agreements as they expire.
Although we believe that our relations with our employees are generally good, we have experienced strikes in the past, and no assurance can be given that we will be able to successfully extend or renegotiate our collective bargaining agreements as they expire.
We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection, to the extent possible.
We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection. However, we continue to see increasingly complex, rigorous and more stringent regulatory standards enacted to protect businesses and personal data.
Our manufacturing operations involve the use of solvents, chemicals, oils and other materials that are regarded as hazardous or toxic. We also use complex and heavy machinery and equipment that can pose severe safety hazards, especially if not properly and carefully used.
We also use complex and heavy machinery and equipment that can pose severe safety hazards, especially if not properly and carefully used.
Import tariffs and/or other mandates also could significantly increase the prices on raw materials that are critical to our business, such as steel. The cost of producing our products is also sensitive to the price of energy.
Import tariffs and/or other mandates also could significantly increase the prices of raw materials that are critical to our business, such as steel. In 2025, changes to tariffs on certain imported fastener and anchor products negatively impacted our cost structure, contributing to a decline in gross margin in the North America segment.
In addition, we typically ship orders as we receive them and maintain inventory levels to allow us to operate with minimum backlog. The efficiency of our inventory system, and our ability to avoid backlogs and potential loss of customers, is closely tied to our ability to accurately predict seasonal and quarterly variances.
The efficiency of our inventory system, and our ability to avoid backlogs and potential loss of customers, is closely tied to our ability to accurately predict seasonal and quarterly variances. Further, our planned expenditures are also based primarily on sales forecasts.
Any failure to comply with GDPR, the CCPA, the CPRA, or other state or regulatory standards, could subject the Company to legal and reputational risks.
Cross-border data transfers are subject to evolving legal requirements, and mechanisms we rely on to transfer data internationally may be challenged or invalidated, which could disrupt our operations or require us to implement costly alternative arrangements. Any failure to comply with GDPR, the CCPA, or other domestic or international regulatory standards, could subject the Company to legal and reputational risks.
Removed
However, we continue to see increasingly complex, rigorous and more stringent state and national regulatory standards enacted to protect businesses and personal data, including the General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act of 2018 ("CCPA").
Added
These trends could negatively affect our sales and profitability. 12 Our growth may depend on our ability to develop new products and services and penetrate new markets, which could reduce our profitability.
Removed
GDPR is a comprehensive European Union privacy and data protection reform, effective in 2018, which applies to companies that are organized in the European Union or otherwise provide services to consumers who reside in the European Union, and imposes strict standards regarding the sharing, storage, use, disclosure and protection of end user data and significant penalties (monetary and otherwise) for non-compliance.
Added
In addition, a material increase in transportation rates or fuel surcharges could have a material adverse effect on our profitability. 13 Expectations relating to environmental, social and governance considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business.
Removed
The CCPA, which became effective in 2023 established a new privacy framework for covered businesses by, among other things, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.
Added
In the United States, we are subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, “CCPA”), which grants California residents significant rights over their personal information and imposes substantial compliance obligations on covered businesses.
Removed
More recently, on November 3, 2020, California enacted the California Privacy Rights Act (the “CPRA”). The CPRA, which went into effect on January 1, 2023, expands upon the protections provided by the CCPA, including new limitations on the sale or sharing of consumers' personal information, and the creation of a new state agency to enforce the CPRA’s protections.
Added
Numerous other states—including Virginia, Colorado, Connecticut, Texas, Oregon, Montana, Delaware, Indiana, Iowa, Tennessee and others—have enacted comprehensive privacy laws with varying requirements, and additional states continue to consider similar legislation. This patchwork of state laws creates compliance complexity and increases the risk of inadvertent violations.
Removed
As a result, if we fail to evaluate and execute these transactions properly, we might not achieve the anticipated benefits of such transactions and we may incur costs in excess of what we anticipate. These risks would likely be greater in the case of larger transactions.
Added
Certain state laws, including the CCPA, provide for statutory damages and private rights of action in connection with data breaches, which could expose us to significant liability.
Removed
We have in the past, and may in the future, need to take steps to remedy our failure to properly label, store, transport, use and manufacture such toxic and hazardous materials.
Added
Internationally, we are subject to the European Union's General Data Protection Regulation (“GDPR”), the UK GDPR and other data protection regimes that impose strict requirements on the processing of personal data and provide for substantial fines for non-compliance.
Added
Sales that we anticipate in one quarter may occur in another quarter, affecting both quarters’ results and potentially our stock price. 19 In addition, we typically ship orders as we receive them and maintain inventory levels to allow us to operate with minimum backlog.
Added
When home builders are sued for construction-related claims, including claims alleging defective construction, water intrusion, 20 structural failures or building code violations, they may seek indemnification or contribution from us as a product supplier, or plaintiffs may name us directly as a defendant.
Added
These claims may arise years after our products were sold and installed, and may involve multiple parties, complex allocation disputes and protracted litigation. Construction defect litigation is common in certain jurisdictions and can result in significant defense costs and potential liability, regardless of whether our products were the proximate cause of the alleged damage.
Added
Design defects, labeling defects, product formula defects, inaccurate chemical mixes, product recalls and/or product liability claims could harm our business, reputation, financial condition and results of operations.
Added
Our operations are subject to extensive and increasingly stringent federal, state and local environmental, health and safety laws and regulations, including the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA” or “Superfund”), the Toxic Substances Control Act (“TSCA”), the Occupational Safety and Health Act (“OSHA”) and their state counterparts.
Added
These laws regulate, among other things, air emissions, wastewater discharges, the generation, handling, storage, transportation, treatment and disposal of hazardous and non-hazardous wastes, the investigation and remediation of contaminated sites, and workplace health and safety. Our manufacturing operations involve the use of solvents, chemicals, oils and other materials that are regarded as hazardous or toxic.
Added
Permit requirements may change, and we may face delays or denials in obtaining or renewing permits, which could limit or disrupt our operations. We may also be required to install additional pollution control equipment or modify our operations to comply with new or more stringent requirements, which could require significant capital expenditures.
Added
Provisions in our amended and restated certificate of incorporation and bylaws or Delaware law might discourage, delay or prevent a change in control of our company or changes in our management.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThrough the Digital QBR process, the executive leadership team is responsible for assessing and reviewing our information security program and the Company’s material risks from cybersecurity threats. Additional supervision and management is provided by our Digital Leadership team, comprised of our CTO; VP, Digital Infrastructure and Operations; VP, Digital Enterprise Applications; and International IT Director.
Biggest changeIn accordance with our cybersecurity program, any cybersecurity incident is assessed and reviewed by our Digital Leadership team and members of the executive leadership team. 25 Through the Cybersecurity Steering Committee, executive leadership is responsible for assessing and reviewing our cybersecurity program and the Company’s material risks from cybersecurity threats.
To supplement our internal cybersecurity resources, we also engage external third parties to perform information security assessments, penetration tests and related services to enhance our information security program. Risks Associated with Third-Party Service Providers In addition, we implement robust processes to oversee and manage risks associated with our business arrangements with third-party service providers.
To supplement our internal cybersecurity resources, we also engage external third parties to perform information security assessments, penetration tests and related services to enhance our information security program. Risks Associated with Third-Party Service Providers 24 In addition, we implement robust processes to oversee and manage risks associated with our business arrangements with third-party service providers.
In connection with this oversight role, the Audit and Finance Committee receives information technology updates from management at least quarterly. Cybersecurity risks facing the Company and updates on the Company’s practices and progress to mitigate such risks are also the subject of management reports to the Audit and Finance Committee on a more frequent basis, as necessary or appropriate.
In connection with this oversight role, the Audit and Finance Committee receive information technology updates from management at least quarterly. Cybersecurity risks facing the Company and updates on the Company’s practices and progress to mitigate such risks are also the subject of management reports to the Audit and Finance Committee on a more frequent basis, as necessary or appropriate.
Management’s Role in Assessing and Managing Risk The Company’s information security efforts are led by our Executive Vice President, Chief Technology Officer (“CTO”) and our Director of Information Security (“IT Director”), supported by our executive management team.
Management’s Role in Assessing and Managing Risk The Company’s information security efforts are led by our Executive Vice President, Chief Technology Officer (“CTO”) and our Vice President, Cybersecurity and Chief Information Security Officer (“CISO”) supported by our executive management team.
Our CTO provides relevant cybersecurity and information technology reports to the Audit and Finance Committee, and to the executive and senior leadership teams. These reports are provided at quarterly Audit and Finance Committee meetings and at our Digital Quarterly Business Review (“Digital QBR”) meetings.
Our CTO and CISO provide relevant cybersecurity and cybersecurity technology reports to the Audit and Finance Committee, and to the executive and senior leadership teams. These reports are provided at quarterly Audit and Finance Committee meetings, quarterly Cybersecurity Steering Committee meetings, and at our Digital Quarterly Business Review meetings.
Insurance We maintain cybersecurity insurance coverage at industry standard levels as a part of our comprehensive insurance portfolio to help mitigate risk in the event an information security event occurs. 24 Risks from Cybersecurity Threats Despite our security measures, our information technology and infrastructure may remain vulnerable to disruptions, including as a result of attacks by increasingly sophisticated intruders or others who attempt to cause harm to, or otherwise interfere with the normal use of our systems.
Risks from Cybersecurity Threats Despite our security measures, our information technology and infrastructure may remain vulnerable to disruptions, including as a result of attacks by increasingly sophisticated intruders or others who attempt to cause harm to, or otherwise interfere with the normal use of our systems.
Simpson’s information security roadmap and posture are also reviewed quarterly with members of the executive leadership team and the Audit and Finance Committee. In accordance with our information security program, any information security event is assessed and reviewed by our Digital Leadership team and members of the executive leadership team.
Simpson’s information security roadmap and posture are also reviewed quarterly with members of the executive leadership team and the Audit and Finance Committee.
Our CTO and IT Director have an average of over 25 years of prior work experience in various roles involving information technology, including security, auditing compliance, systems and programming. These individuals have relevant educational and industry experience, including holding similar positions at other large companies.
Our CTO and CISO have an average of over 23 years of prior work experience in various roles involving information technology, cybersecurity strategy and governance, incident response, cyber intelligence, cybersecurity consulting, cyber audits, cyber compliance and national security and intelligence. These individuals have relevant educational and industry experience, including holding similar positions at other large companies.
Added
Insurance We maintain cybersecurity insurance coverage at industry standard levels as a part of our comprehensive insurance portfolio to help mitigate risk in the event an information security event occurs.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed2 unchanged
Biggest changeAs of February 28, 2025, the Company’s owned and leased facilities were as follows: Number Of Approximate Square Footage Properties Owned Leased Total (in thousands of square feet) North America 47 2,365 1,751 4,116 Europe 37 1,793 836 2,629 Asia/Pacific 9 175 123 298 Administrative and all other 1 92 — 92 Total 94 4,425 2,710 7,135 We believe that our properties are maintained in good operating condition.
Biggest changeAs of February 27, 2026, the Company’s owned and leased facilities were as follows: Number Of Approximate Square Footage Properties Owned Leased Total (in thousands of square feet) North America 39 3,069 1,452 4,521 Europe 33 1,750 709 2,459 Asia/Pacific 9 175 123 298 Total 81 4,994 2,284 7,278 We believe that our properties are maintained in good operating condition.
The principal manufacturing facilities located outside the U.S., the majority of which we own, are in France, Italy, Denmark, Germany, Poland, Switzerland, Sweden, Portugal and China. We also own and lease smaller manufacturing facilities, warehouses, research and development facilities and sales offices in the U.S., Canada, the United 25 Kingdom, Europe, Asia, Australia, New Zealand, and Chile.
The principal manufacturing facilities located outside the U.S., the majority of which we own, are in France, Italy, Denmark, Germany, Poland, Switzerland, Sweden, Portugal and China. We also own and lease smaller manufacturing facilities, warehouses, research and development facilities and sales offices in the U.S., Canada, the United Kingdom, Europe, Asia, Australia, New Zealand, and Chile.
Item 2. Properties. Our headquarters and principal executive offices in Pleasanton, California, and our principal U.S. manufacturing facilities in Stockton and Riverside, California; McKinney, Texas; Columbus, Ohio; West Chicago, Illinois; and Gallatin, Tennessee are located in owned premises.
Item 2. Properties. Our headquarters and principal executive offices in Pleasanton, California and Plano, Texas are located in owned and leased premises, respectively. Our principal U.S. manufacturing facilities in Stockton and Riverside, California; McKinney, Texas; Columbus, Ohio; West Chicago, Illinois; and Gallatin, Tennessee are located in owned premises.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed4 unchanged
Biggest changeRefer to Note 15 , “Commitments and Contingencies,” to the Company’s consolidated financial statements included in this Annual Report on Form 10-K for a discussion of recent developments related to certain of the legal proceedings in which we are involved.
Biggest changeRefer to Note 15 , “Commitments and Contingencies,” to the Company’s consolidated financial statements included in this Annual Report on Form 10-K for a discussion of recent developments related to certain of the legal proceedings in which we are involved. Item 4. Mine Safety Disclosures. Not applicable. 26 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+1 added−2 removed2 unchanged
Biggest changeOn October 23, 2024, we announced the Board of Directors authorized a new share repurchase program pursuant to which the Company my purchase up to $100.0 million of the Company’s common stock from January 1, 2025 through December 31, 2025. This authorization replaces the previous share repurchase authorizations.
Biggest changeOn October 23, 2025, the Board authorized the Company to repurchase an additional $20.0 million of shares of the Company's common stock through the end of the year, increasing the 2025 share repurchase authorization to $120.0 million, and authorized the Company to repurchase up to $150.0 million of shares of the Company's common stock, effective January 1, 2026 through December 31, 2026.
Building Materials & Fixtures Index (a published industry or line-of-business index) and a Peer Group Index over the same period (assuming the investment of $100 in the Company’s common stock and in each of the indices on December 31, 2019, and reinvestment of all dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the applicable fiscal year).
Building Materials & Fixtures Index (a published industry or line-of-business index) and a Peer Group Index over the same period (assuming the investment of $100 in the Company’s common stock and in each of the indices on December 31, 2020, and reinvestment of all dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the applicable fiscal year).
Future dividends, if any, will be determined by the Company’s Board of Directors, based on the Company’s future earnings, cash flows, financial condition and other factors deemed relevant by the Board of Directors.
Future dividends, if there is any, will be determined by the Company’s Board of Directors, based on the Company’s future earnings, cash flows, financial condition and other factors deemed relevant by the Board of Directors.
Smith Corporation; AAON, Inc.; Advance Drainage Systems, Inc.; Allegion Plc; American Woodmark Corp.; Apogee Enterprises, Inc.; Armstrong World Industries, Inc.; Atkore, Inc.; Azek Company, Inc.; Eagle Materials, Inc.; Gibraltar Industries, Inc.; James Hardie Industries plc; Lousiana-Pacific Corporation; Patrick Industries, Inc.; Quanex Building Products Corp.; Summit Materials, Inc.; and Trex Company, Inc. 28 Purchases of Equity Securities by the Issuer and Affiliated Purchasers The table below shows the monthly repurchases of shares of the Company's common stock in the fourth quarter of 2024.
Smith Corporation; AAON, Inc.; Advance Drainage Systems, Inc.; Allegion Plc; American Woodmark Corp.; Apogee Enterprises, Inc.; Armstrong World Industries, Inc.; Atkore, Inc.; Eagle Materials, Inc.; Gibraltar Industries, Inc.; James Hardie Industries Plc; Lousiana-Pacific Corporation; Patrick Industries, Inc.; Quanex Building Products Corp.; and Trex Company, Inc. 27 28 Purchases of Equity Securities by the Issuer and Affiliated Purchasers The table below shows the monthly repurchases of shares of the Company's common stock in the fourth quarter of 2025.
See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 27 Stock Performance Graph The following graph compares the cumulative total stockholder return on the Company’s common stock from December 31, 2019 through December 31, 2024, with the cumulative total return on the S&P 500 Index (a broad equity market index), the Dow Jones U.S.
See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Stock Performance Graph The following graph compares the cumulative total stockholder return on the Company’s common stock from December 31, 2020 through December 31, 2025, with the cumulative total return on the S&P 500 Index (a broad equity market index), the Dow Jones U.S.
Market Information for Common Stock The Company’s common stock is listed on the NYSE under the symbol “SSD.” As of February 24, 2025 there were 97,545 holders of record of the Company’s common stock, although we believe that there are a significantly larger number of beneficial owners of our common stock.
Market Information for Common Stock The Company’s common stock is listed on the NYSE under the symbol “SSD.” As of February 19, 2026, there were 87,312 holders of record of the Company’s common stock, although we believe that there are a significantly larger number of beneficial owners of our common stock.
Approximately 559 thousand shares of the Company's common stock were repurchased in 2024 for a total amount of $100.0 million which authorization expired on December 31, 2024.
Approximately 0.7 million shares of the Company's common stock were repurchased in 2025 for a total amount of $120.0 million which authorization expired on December 31, 2025.
Dividends During 2024, the Company paid a total of $46.5 million in cash dividends. On January 31, 2025, the Company declared a quarterly cash dividend of $0.28 per share of common stock to be paid on April 23, 2025 to stockholders of record as of April 3, 2025. See "Note 20 — Subsequent Events" to the Company's consolidated financial statements.
Dividends During 2025, the Company paid a total of $47.6 million in cash dividends. On January 28, 2026, the Company declared a quarterly cash dividend of $0.29 per share of common stock to be paid on April 23, 2026 to stockholders of record as of April 2, 2026. See “Note 20 — Subsequent Events” to the Company's consolidated financial statements.
(a) (b) (c) (d) Period Total Number of Shares Purchased Average Price Paid per Share 1 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)2 October 1 - October 31, 2024 165,590 $ 181.87 165,000 $20.0 November 1 - November 30, 2024 111,315 $ 180.32 110,906 $— December 1 - December 31, 2024 13 $ 188.38 — $— Total 276,918 Approximately 41 thousand shares of the Company's common stock were repurchased in 2024, in connection with the withholding of shares to cover payroll taxes on vesting of stock-based compensation awards vested and for retirement eligible employees who retired during 2024.
(a) (b) (c) (d) Period Total Number of Shares Purchased Average Price Paid per Share 1 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)2 October 1 - October 31, 2025 57,040 $ 175.43 57,000 $ 20.0 November 1 - November 30, 2025 61,792 162.25 61,638 10.0 December 1 - December 31, 2025 59,207 $ 168.90 59,207 $ — Total 178,039 Approximately 27 thousand shares of the Company's common stock were repurchased in 2025, in connection with the withholding of shares to cover payroll taxes on vesting of stock-based compensation awards vested and for retirement eligible employees who retired during 2025.
Removed
From February 1, 2025 to February 27, 2025, the Company repurchased 146,640 shares of the Company’s common stock in the open market at an average price of $170.48 per share for a total of approximately $25.0 million.
Added
This authorization replaces the previous share repurchase authorizations. Item 6. [Reserved]
Removed
As a result, as of February 28, 2025, approximately $75.0 million remained available for share repurchase through December 31, 2025 under the Company’s previously announced $100.0 million share repurchase authorization. Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table sets forth, for the years indicated, the Company’s operating results as a percentage of net sales for the years ended December 31, 2024, 2023 and 2022, respectively: Years Ended December 31, 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 54.0 % 52.9 % 55.5 % Gross profit 46.0 % 47.1 % 44.5 % Research and development and other engineering expenses 4.2 % 4.2 % 3.2 % Selling expense 9.8 % 9.2 % 8.0 % General and administrative expense 12.4 % 12.1 % 10.8 % Total operating expense 26.4 % 25.5 % 22.0 % Acquisition and integration related costs 0.3 % 0.2 % 0.8 % Net gain on disposal of assets — % — % (0.1) % Income from operations 19.3 % 21.4 % 21.8 % Interest income and other finance costs, net 0.2 % 0.2 % (0.4) % Other and foreign exchange loss, net (0.1) % (0.1) % (0.2) % Income before taxes 19.4 % 21.5 % 21.2 % Provision for income taxes 5.0 % 5.5 % 5.4 % Net income 14.4 % 16.0 % 15.8 % Comparison of the Years Ended December 31, 2024 and 2023 Unless otherwise stated, the results announced below, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the year ended December 31, 2024, against the results of operations for the year ended December 31, 2023. 32 The following table shows the change in the Company’s operations from 2023 to 2024, and the increases or decreases from the prior year, for each category by segment: Increase (Decrease) in Operating Segment North America Asia/ Pacific Admin & All Other (in thousands) 2023 Europe 2024 Net sales $ 2,213,803 $ 19,457 $ (1,701) $ 580 — $ 2,232,139 Cost of sales 1,170,048 31,511 6,365 461 (2,097) 1,206,288 Gross profit 1,043,755 (12,054) (8,066) 119 2,097 1,025,851 Operating expenses: Research and development and other engineering expense 92,167 (292) 991 710 — 93,576 Selling expense 203,980 14,330 453 639 — 219,402 General and administrative expense 268,103 7,717 3,603 (378) (1,513) 277,532 Operating expenses 564,250 21,755 5,047 971 (1,513) 590,510 Net gain on disposal of assets (276) (145) 26 (24) (28) (447) Acquisition and integration related costs 4,632 — (947) — 2,128 5,813 Income from operations 475,149 (33,664) (12,192) (828) 1,510 429,975 Interest income and other financing costs, net 3,391 597 763 (578) 1,104 5,277 Other and foreign exchange loss, net (1,993) (3,844) (3,397) 1,485 6,540 (1,209) Income before taxes 476,547 (36,911) (14,826) 79 9,154 434,043 Provision for income taxes 122,560 (10,762) (2,103) (42) 2,166 111,819 Net income $ 353,987 $ (26,149) $ (12,723) $ 121 $ 6,988 $ 322,224 Net Sales increased approximately 0.8% to $2.2 billion from prior year, primarily due to higher sales volumes, incremental sales from the Company's 2024 acquisitions, and the positive effect of $3.7 million in foreign currency translation related mostly to Europe's currencies weakening against the United States dollar.
Biggest changeThe following table sets forth, for the years indicated, the Company’s operating results as a percentage of net sales for the years ended December 31, 2025, 2024 and 2023, respectively: Years Ended December 31, 2025 2024 2023 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 54.1 % 54.1 % 53.0 % Gross profit 45.9 % 45.9 % 47.0 % Research and development and other engineering expenses 3.5 % 3.7 % 3.9 % Selling expense 9.6 % 9.5 % 9.2 % General and administrative expense 13.8 % 13.1 % 12.3 % Total operating expense 26.9 % 26.3 % 25.4 % Acquisition and integration related costs — % 0.3 % 0.2 % Net gain on disposal of assets (0.6) % — % — % Income from operations 19.6 % 19.3 % 21.4 % Interest income and other finance costs, net 0.4 % 0.2 % 0.2 % Other and foreign exchange loss, net (0.2) % (0.1) % (0.1) % Income before taxes 19.8 % 19.4 % 21.5 % Provision for income taxes 5.0 % 5.0 % 5.5 % Net income 14.8 % 14.4 % 16.0 % Comparison of the Years Ended December 31, 2025 and 2024 Unless otherwise stated, the results announced below, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the year ended December 31, 2025, against the results of operations for the year ended December 31, 2024. 33 The following table shows the change in the Company’s operations from 2024 to 2025, and the increases or decreases from the prior year, for each category by segment: Increase (Decrease) in Operating Segment North America Asia/ Pacific Admin & All Other (in thousands) 2024 Europe 2025 Net sales $ 2,232,139 $ 77,977 $ 20,504 $ 2,188 — $ 2,332,808 Cost of sales 1,208,251 41,490 10,553 1,537 1,372 1,263,203 Gross profit 1,023,888 36,487 9,951 651 (1,372) 1,069,605 Operating expenses: Research and development and other engineering expense 81,916 (523) 1,059 31 — 82,483 Selling expense 213,532 8,822 247 207 — 222,808 General and administrative expense 293,099 23,131 1,302 (293) 4,447 321,686 Operating expenses 588,547 31,430 2,608 (55) 4,447 626,977 Net gain on disposal of assets (447) (4,697) 650 (184) (11,824) (16,502) Acquisition and integration related costs 5,813 514 (3,362) — (1,900) 1,065 Income from operations 429,975 9,240 10,055 890 7,905 458,065 Interest income and other financing costs, net 5,277 (1,005) 259 308 3,498 8,337 Other and foreign exchange loss, net (1,209) (1,062) 3,809 (668) (4,799) (3,929) Income before taxes 434,043 7,173 14,123 530 6,604 462,473 Provision for income taxes 111,819 5,515 (702) (117) 875 117,390 Net income $ 322,224 $ 1,658 $ 14,825 $ 647 $ 5,729 $ 345,083 Net Sales increased approximately 4.5% to $2.3 billion from prior year, primarily due to increases in pricing, higher incremental sales related to the Company ’ s 2024 acquisitions , and the positive effect of $17.7 million in foreign currency translation related mostly to Europe's currencies weakening against the United States dollar, partly offset by lower volumes .
Revenue from Contracts with Customers Generally, the Company's revenue contract with a customer exists when (1) the goods are shipped, services are rendered, and the related invoice is generated, (2) the duration of the contract does not extend beyond the promised goods or services already transferred and (3) the transaction price of each distinct promised product or service specified in the invoice is based on its 37 relative stated standalone selling price.
Revenue from Contracts with Customers Generally, the Company’s revenue contract with a customer exists when (1) the goods are shipped, services are rendered, and the related invoice is generated, (2) the duration of the contract does not extend beyond the promised goods or services already 37 transferred and (3) the transaction price of each distinct promised product or service specified in the invoice is based on its relative stated standalone selling price.
When impairments are established, a new cost basis of the inventory is created. Unexpected changes in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the Company to recognize more obsolete inventory. 36 Business Combinations. Accounting for business combinations requires us to make significant estimates and assumptions.
When impairments are established, a new cost basis of the inventory is created. Unexpected changes in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the Company to recognize more obsolete inventory. Business Combinations. Accounting for business combinations requires us to make significant estimates and assumptions.
The Company applies net realizable value and makes estimates for obsolescence to the gross value of inventory. The Company estimates net realizable value is based on estimated selling price less further costs expected to be incurred t hrough completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand.
The Company applies net realizable value and makes estimates for obsolescence to the gross value of inventory. The Company estimates net realizable value is based on estimated selling price less further costs expected to be incurred t hrough completion 36 and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand.
In addition, we have entered into indemnification agreements with our officers and directors, and the Company’s bylaws as permitted by the Company’s certificate of incorporation require the Company to indemnify corporate servants, including our officers and directors, to the fullest extent permitted by law. The Company maintains directors and officers liability insurance coverage to reduce its exposure to such obligations.
In addition, we have entered into indemnification agreements with our officers and directors, and the Company’s bylaws as permitted by the Company’s certificate of incorporation require the Company to indemnify corporate servants, including our officers and directors, to the fullest extent permitted by law. The Company maintains directors and officers' liability insurance coverage to reduce its exposure to such obligations.
Intangible assets acquired are recognized at their fair value at the date of acquisition. Finite-lived intangibles are amortized over their applicable useful lives. We monitor conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization or depreciation period.
Intangible assets acquired are recognized at their fair value on the date of acquisition. Finite-lived intangibles are amortized over their applicable useful lives. We monitor conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization or depreciation period.
This discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and notes thereto included in this report. “Strong-Tie” and our other trademarks appearing in this report are our property. This report contains additional trade names and trademarks of other companies.
This discussion should be read in conjunction with the accompanying Consolidated Financial Statements and notes thereto included in this report. “Strong-Tie” and our other trademarks appearing in this report are our property. This report contains additional trade names and trademarks of other companies.
The information on our website is not incorporated by reference into this report or other material we file with or furnish to the SEC, except as explicitly noted or as required by law. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company’s consolidated financial condition and results of operations.
The information on our website is not incorporated by reference into this report or other material we file with or furnish to the SEC, except as explicitly noted or as required by law. The following discussion and analysis provide information which management believes is relevant to an assessment and understanding of the Company’s consolidated financial condition and results of operations.
Inflation and Raw Materials Inflation rates continued to increase during fiscal year 2024, which negatively affected labor costs and other costs of doing business, and as such may adversely affect our operating profits if we cannot recover the higher costs through price increases.
Inflation and Raw Materials Inflation rates continued to increase during fiscal year 2025, which negatively affected labor costs and other costs of doing business, and as such may adversely affect our operating profits if we cannot recover the higher costs through price increases.
Since announced in 2021, we made great progress on our key growth initiatives.
Since announced in 2021, we have made great progress on our key growth initiatives.
Asia/Pacific • For information about the Company’s Asia/Pacific segment, please refer to the table above setting forth changes in our operating results for the years ended December 31, 2024 and 2023.
Asia/Pacific • For information about the Company’s Asia/Pacific segment, please refer to the table above setting forth changes in our operating results for the years ended December 31, 2025 and 2024.
Wood construction product net sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 85.1% and 85.4% of the Company’s total net sales for the years ended December 31, 2024 and 2023, respectively.
Wood construction product net sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 84.4% and 85.1% of the Company’s total net sales for the years ended December 31, 2025 and 2024, respectively.
Accordingly, the Company has not recorded any liability for costs related to these indemnities through December 31, 2024 . 40
Accordingly, the Company has not recorded any liability for costs related to these indemnities through December 31, 2025. 40
Cash flows from operating activities years ended December 31, 2023 and 2022 are incorporated by reference to Form 10-K 2023 filing. 39 Reconciliation of Non-GAAP Financial Measures (In thousands) (Unaudited) A reconciliation of adjusted EBITDA to net income, the most directly comparable GAAP measure, is set forth below.
Cash flows from operating activities for the years ended December 31, 2024 and 2023 are incorporated by reference to Form 10-K 202 4 filing . 39 Reconciliation of Non-GAAP Financial Measures (In thousands) (Unaudited) A reconciliation of adjusted EBITDA to net income, the most directly comparable GAAP measure, is set forth below.
These estimates are deducted from revenues and are reevaluated periodically during the reporting period. Effect of New Accounting Standards See "Note 1 — Operations and Summary of Significant Accounting Policies" for effects of new accounting standards on the Company’s consolidated financial statements.
These estimates are deducted from revenues and are reevaluated periodically during the reporting period. Effect of New Accounting Standards See “Note 1 — Operations and Summary of Significant Accounting Policies” for effects of new accounting standards on the Company’s consolidated financial statements.
In order to grow in these markets, we aspire to be among the leaders in engineered load-rated construction building products and systems and digital product offerings. We also aspire to leverage our engineering expertise, deep-rooted relationships with top builders, engineers, contractors, code officials and distributors, along with our ongoing commitment to testing, research and innovation.
To grow in these markets, we aspire to be among the leaders in engineered load-rated construction building products and systems, as well as digital product offerings. We intend to leverage our engineering expertise, deep-rooted relationships with top builders, engineers, contractors, code officials and distributors, and our ongoing commitment to testing, research and innovation.
Discussions of 2022 results and year-to-year comparison between 2023 and 2022 results are not included in this Annual Report on Form 10-K and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 results and year-to-year comparison between 2024 and 2023 results are not included in this Annual Report on Form 10-K and can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
As of December 31, 2024, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions, and includes $111.6 million held in the local currencies of our foreign operations and could be subject to additional taxation if repatriated to the U.S.
As of December 31, 2025, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions, and includes $152.1 million held in the local currencies of our foreign operations and could be subject to additional taxation if repatriated to the U.S.
Within the North America segment, our sales efforts are aligned to customer market teams dedicated to serving the following markets: • Residential; • Commercial; • Original Equipment Manufacturers ("OEM"); • National Retail; and • Component Manufacturers Our organic growth opportunities are focused on expanding our product lines with our current customers while also identifying new market share gain opportunities within our core product and market competencies.
Within the North America segment, our sales efforts are dedicated to serving customers across the following end-use markets: • Residential; • Commercial; • Original Equipment Manufacturers (“OEM”); • National Retail; and • Component Manufacturers Our organic growth opportunities are focused on expanding product lines with our current customers while also identifying new market share gain opportunities within our core product and market competencies.
In addition, due to our high service levels, increasingly diverse portfolio of products and software as well as our commitment to innovation and developing complete solutions for the markets we serve, we believe we can continue to achieve above market growth in the North America relative to U.S. housing starts for fiscal 2025 and beyond.
In addition, driven by our high service levels, increasingly diverse portfolio of products and software and commitment to innovation and delivering complete solutions to the markets we serve, we believe we can continue to achieve above market growth in the North America relative to U.S. housing starts in fiscal 2025 and beyond.
Administrative and All Other • General and administrative expense decreased $1.5 million, primarily due to a decrease of $6.1 million in variable compensation costs, partially offset by increases of $2.3 million in professional and legal fees and $1.9 million in personnel costs.
Administrative and All Other • General and administrative expense increased $4.4 million, primarily due to increases of $1.9 million in variable compensation costs, and $3.4 million in personnel costs, and partially offset by a decrease of $1.4 million in professional and legal fees.
Refer to "Note 12 - Leases", "Note 14 - Debt" and "Note 15 - Commitment and Contingencies" in Part II, Item 8 for details related to the Company's obligations and debt annual facility fees. The Company did not have any significant off-balance sheet commitments as of December 31, 2024.
Refer to “Note 12 - Leases”, “Note 14 - Debt” and “Note 15 - Commitment and Contingencies” in Part II, Item 8 for details related to the Company’s obligations and debt annual facility fees. The Company did not have any significant off-balance sheet commitments as of December 31, 2025.
Concrete construction product net sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 14.8% and 14.5% of the Company’s total net sales for the years ended December 31, 2024 and 2023, respectively. Gross profit decreased approximately 1.7% to $1.0 billion from prior year, primarily due to lower gross margins.
Concrete construction product net sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 15.5% and 14.8% of the Company’s total net sales for the years ended December 31, 2025 and 2024, respectively. Gross profit increased approximately 4.5% to $1.1 billion from prior year, primarily due to higher net sales.
The Company purchased and received approximately 559 thousand shares of it’s common stock on the open market at an average price of $178.83 per share. On October 23, 2024, the Company's Board of Directors (the "Board") authorized the Company to repurchase up to $100.0 million of the Company's common stock, effective January 1, 2025 through December 31, 2025.
The Company purchased and received approximately 0.7 million shares of its common stock on the open market at an average price of $171.43 per share. On October 23, 2024, the Company's Board of Directors (the “Board”) authorized the Company to repurchase up to $100.0 million of the Company's common stock, effective January 1, 2025 through December 31, 2025.
The expanded and new facilities will improve our overall service, production efficiencies and safety in the workplace, as well as reduce our reliance on certain outsourced finished goods and component products and continue to ensure we have ample capacity to meet our customer needs.
These facilities are expected to improve our overall service, production efficiencies and safety in the workplace, as well as reduce our reliance on certain outsourced finished goods and component products. These facilities will help ensure we have ample capacity to meet our customers' needs.
The following table presents selected financial information as of December 31, 2024, 2023 and 2022, respectively: As of December 31, (in thousands) 2024 2023 2022 Cash and cash equivalents $ 239,371 $ 429,822 $ 300,742 Property, plant and equipment, net 531,655 418,612 361,555 Equity investment, goodwill and intangible assets 903,498 883,079 872,699 Non-cash net working capital 570,602 521,362 529,945 The following table presents the significant categories of cash flows for the twelve months ended December 31, 2024, 2023 and 2022, respectively: 38 Years Ended December 31, (in thousands) 2024 2023 2022 Net cash provided by (used in): Operating activities $ 338,160 $ 427,022 $ 399,821 Investing activities (259,259) (103,251) (870,244) Financing activities (261,464) (199,034) 465,526 Cash flows from operating activities result primarily from our earnings before non-cash items such as depreciation, amortization, and stock based compensation, and are affected by changes in operating assets and liabilities which consist primarily of working capital balances.
The following table presents selected financial information as of December 31, 2025, 2024 and 2023, respectively: As of December 31, (in thousands) 2025 2024 2023 Cash and cash equivalents $ 384,138 $ 239,371 $ 429,822 Property, plant and equipment, net 627,854 531,655 418,612 Equity investment, goodwill and intangible assets 956,665 903,498 883,079 Non-cash net working capital $ 586,570 $ 570,602 $ 521,362 38 The following table presents the significant categories of cash flows for the twelve months ended December 31, 2025, 2024 and 2023, respectively: Years Ended December 31, (in thousands) 2025 2024 2023 Net cash provided by (used in): Operating activities $ 458,659 $ 338,160 $ 427,022 Investing activities (136,233) (259,259) (103,251) Financing activities $ (186,084) $ (261,464) $ (199,034) Cash flows from operating activities result primarily from our earnings before non-cash items such as depreciation, amortization, and stock-based compensation, and are affected by changes in operating assets and liabilities which consist primarily of working capital balances.
Our commitment to continuous improvement has fostered our core Company ambitions, which we will pursue including: • Strengthen our values-based culture; • Be the partner of choice; • Be an innovative leader in the markets we operate; • Above market growth relative to the U.S. housing starts (exceeding our historical average volume performance in North America of approximately 250 basis points above the housing starts market); • An operating income margin at or above 20%; and • Earnings per share growth exceeding net revenue growth.
Our commitment to continuous improvement has fostered our core Company ambitions, which we will pursue including: • Strengthen our values-based culture; • Be the business partner of choice; • Strive to be an innovative leader in the markets we operate; • Drive above market volume growth relative to U.S. housing starts; • Maintain an operating income margin at or above 20%; and • Deliver earnings per share growth ahead of net revenue growth.
The Company defines adjusted EBITDA as net income (loss) before income taxes, adjusted to exclude depreciation and amortization, integration, acquisition and restructuring costs, non-qualified deferred compensation adjustments, goodwill impairment, gain on bargain purchase, net loss or gain on disposal of assets, interest income or expense, and foreign exchange and other expense (income).
We define adjusted EBITDA as net income (loss) before income taxes, adjusted to exclude depreciation and amortization, integration, acquisition and restructuring costs, non-qualified deferred compensation adjustments, goodwill impairment, gain on bargain purchase, lease termination costs, severance costs related to cost saving initiatives, net loss or gain on disposal of assets, interest income or expense, and foreign exchange and other expense (income).
Further, on January 31, 2025, the Board declared a quarterly cash dividend of $0.28 per share payable on April 23, 2025 to stockholders of record on April 3, 2025, and estimated to be $11.8 million in total.
Further, on January 28, 2026, the Board declared a quarterly cash dividend of $0.29 per share payable on April 23, 2026 to stockholders of record on April 2, 2026, and estimated to be $12.0 million in total.
Gross margins, including some inter-segment expenses, which were eliminated upon consolidation, and excluding certain expenses that are allocated according to product group, decreased from 47.2% to 45.6% for wood construction products and increased from 46.0% to 47.5% for concrete construction products.
Gross margins, including some inter-segment expenses, which were eliminated upon consolidation, and excluding certain expenses that are allocated according to product group, increased from 45.6% to 45.8% for wood construction products and decreased from 47.5% to 47.0% for concrete construction products. Research and development and other engineering expense increased 0.7% to $82.5 million from $81.9 million.
The following table shows gross margins by segment for the years ended December 31, 2024 and 2023, respectively: North America Europe Asia/ Pacific Admin & All Other Total 2023 gross margin 50.3 % 36.8 % 34.2 % * 47.1 % 2024 gross margin 49.0 % 35.3 % 33.7 % * 46.0 % * The statistic is not meaningful or material.
The following table shows gross margins by segment for the years ended December 31, 2025 and 2024, respectively: North America Europe Asia/ Pacific Admin & All Other Total 2024 gross margin 48.9 % 35.3 % 33.7 % * 45.9 % 2025 gross margin 48.8 % 35.8 % 33.3 % * 45.9 % * The statistic is not meaningful or material.
In 2024, cash provided by operating activities of $338.2 million in cash and cash equivalents as a result of $322.2 million from net income and adding back $113.4 million for non-cash adjustments from net income which includes depreciation and amortization, stock-based compensation and non-cash lease expense, partially offset by a decrease of $97.5 million for the net change in operating assets and liabilities.
In 2025, cash provided by operating activities of $458.7 million in cash and cash equivalents as a result of $345.1 million from net income and adding back $127.2 million for non-cash adjustments from net income which includes depreciation and amortization, stock-based compensation and non-cash lease expense, partially offset by a decrease of $13.6 million for the net change in operating assets and liabilities.
We use adjusted EBITDA to 30 provide additional insight into the Company’s operating performance in light of the significant levels of growth investment we have made in our operations, the effect depreciation as well as acquisition and integration costs will have on our operating results.
This provides additional insight into the Company’s operating performance in light of the significant levels of growth investment we have made in our operations, the effect depreciation and acquisition as well as integration costs will have on our operating results. We believe this will also provide a better approximation of our cash flows compared to operating income.
The amount of excise tax incurred is included in the Company's Consolidated Statement of Stockholders' Equity for the year ended December 31, 2024. 2 Pursuant to the $100.0 million repurchase authorization from the Board of Directors on October 19, 2023, and which expired on December 31, 2024.
The amount of excise tax incurred is included in the Company's Consolidated Statement of Stockholders' Equity for the year ended December 31, 2025. 2 Pursuant to the $120.0 million repurchase authorization from the Board of Directors on October 23, 2025 which expired on December 31, 2025. See “Note 5 — Stockholder's Equity”. 29 Asia/Pacific.
Cash used in financing activities of $261.5 million during the year ended December 31, 2024, consisted primarily of $100.8 million in loan principal payments, $100.0 million for the repurchase of the Company’s common stock and $46.5 million used to pay cash dividends.
Cash used in financing activities of $186.1 million during the year ended December 31, 2025, consisted primarily of $419.0 million in loan principal payments, $120.0 million for the repurchase of the Company’s common stock and $47.6 million used to pay cash dividends, partly offset by $403.8 million in loan proceeds.
Additional warehouse capabilities will also enhance next day delivery for our North American customers. • Invested significantly in digital solutions, combined with the other initiatives strengthened our business model, which drove hardware sales, created value for our customers and made us a partner of choice. • Strengthened our senior leadership team through a combination of internal development and external experts.
Additional warehouse capabilities will also enhance next day delivery for our North American customers. • Invested significantly in digital solutions, combined with the other initiatives strengthened our business model, which drove hardware sales, created value for our customers and made us a partner of choice. • Expanded our equipment product line which helped drive increase sales in the component manufacturing market space. • Streamlined internal processes and focused development efforts on high-impact new products. • Promoted high-potential talent and external experts to senior leadership.
As a result, we are now in an even stronger market position in connectors with significant gains in both fasteners and anchors.
As a result, we have further strengthened our market position in connectors with significant gains in both fasteners and anchors.
For 2025, U.S. housing starts could improve in the low-single digit range from 2024 levels, with growth weighted towards the second half of the year. With the investments we have made, we believe we will be able to continue to grow net sales above the US housing starts market, one of our company ambitions.
For 2026, we expect U.S. housing starts to be at 2025 levels, With the investments we have made, we believe we will be able to continue to grow net sales above the US housing starts market, one of our company ambitions.
Business Outlook Based on business trends and conditions, the Company's outlook for the full fiscal year ending December 31, 2025 is as follows: • Given the uncertainty regarding 2025 U.S. housing starts compared to prior year housing starts, consolidated operating margin is estimated to be in the range of 18.5% to 20.5% with the low end of the range based on flat to declining 2025 housing starts compared to prior year.
Business Outlook Based on business trends and conditions, the Company's outlook for the full fiscal year ending December 31, 2026 is as follows: • Consolidated operating margin is estimated to be in the range of 19.5% to 20.5%.
Net sales benefited from the positive effect of approximately $3.7 million in foreign currency translation. • Gross margin decreased to 35.3% from 36.8% , p rimarily due to higher factory and overhead as well as warehouse and freight costs, partly offset by lower material costs, as a percentage of net sales. • Income from operations decreased $12.2 million, primarily due to lower gross profit as well as $5.0 million in higher operating expenses including personnel costs.
Europe • Net sales increased 4.3%, primarily due to the positive effect of approximately $20.4 million in foreign currency translation, as well as increases in sales volumes and pricing. • Gross margin increased to 35.8% from 35.3% , p rimarily due to lower material and freight costs, partly offset by higher factory and overhead, labor and warehouse costs, as a percentage of net sales. • Income from operations increased $10.1 million, primarily due to higher gross profits and a decrease in acquisitions and integration related costs, partly offset by increases in operating expenses mostly due to the negative effect of approximately $5.3 million in foreign currency translation.
These investments reinforce our core business model differentiators to remain the partner of choice as we continue to produce products locally and ensure superior levels of customer service.
These investments reinforce our core business model differentiators to remain the partner of choice as we continue to produce products locally and ensure superior levels of customer service. I ncremental investments in the current business will be limited until the U.S. housing market shows long-term improvement.
Selling expense increased 7.6% to $219.4 million from $204.0 million, primarily due to increases of $17.3 million in personnel costs and $4.0 million in advertising and trade shows, partially offset by a decrease of $7.9 million in variable compensation costs.
Selling expense increased 4.3% to $222.8 million from $213.5 million, primarily due to increases of $9.5 million in personnel costs, $4.0 million in variable compensation costs and $1.8 million in professional fees, partially offset by a decrease of $2.4 million in advertising and trade shows, $1.6 million in charitable donations, $1.5 million in Depreciation and Amortization, and $1.2 million in travel expenses.
Consolidated net income was $322.2 million compared to $354.0 million. Diluted net income per share of common stock was $7.60 compared to $8.26. 34 Adjusted EBITDA 1 of $520.1 million decreased 6.2% compared to $554.2 million, primarily due to lower gross profits and higher operating expenses, as noted above.
Consolidated net income was $345.1 million compared to $322.2 million. Diluted net income per share of common stock was $8.24 compared to $7.60. Adjusted EBITDA 1 of $544.3 million increased 3.3% compared to $526.8 million, primarily due to higher gross profits as noted above.
For the fiscal year ended December 31, 2024, the Company returned $146.5 million to the Company's shareholders, which represents 92.8% of our free cash flow from operations during the same period. Since the beginning of 2021 to the fiscal year ended December 31, 2024, the Company has returned $430.0 million to shareholders, which represents 45.7% of our free cash flow.
From the beginning of 2022 to the fiscal year ended December 31, 2025, the Company has returned $531.8 million to stockholders, which represents 47.0% of our free cash flow from operations during the same period.
These examples further emulate our Founder, Barclay Simpson’s, nine principles of doing business, and more specifically the focus and obsession on customers and users. Non-GAAP Financial Measures In addition to financial information prepared in accordance with GAAP, we use Adjusted EBITDA as a non-GAAP financial measure in evaluating the ongoing operating performance of our business.
Non-GAAP Financial Measures In addition to financial information prepared in accordance with GAAP, we use Adjusted EBITDA as a non-GAAP financial measure in evaluating the ongoing operating performance of our business.
GAAP ("GAAP) net income see the schedule titled "Reconciliation of Non-GAAP Financial Measures." 35 • General and administrative expense increased $7.7 million, primarily due to increases of $7.3 million in personnel costs and $4.6 million in professional and legal fees, partially offset by a decrease of $5.7 million in variable compensation costs. • Income from operations decreased $33.7 million, primarily due to lower gross profit as well as increases in operating expenses.
GAAP (“GAAP”) net income see the schedule titled “Reconciliation of Non-GAAP Financial Measures.” 35 • Gross margin decreased to 48.8% from 48.9%, primarily due to higher factory and overhead as well as labor costs, partially offset by lower warehouse costs, as a percentage of net sales. • Research and development and engineering expense decreased $0.5 million. • Selling expense increased $8.8 million, primarily due to increases of $8.8 million in personnel costs, $3.1 million in variable compensation costs, and $2.0 million in professional fees, partially offset by a decrease of $1.6 million in advertising and trade shows expense, $1.6 million in charitable donations, and $1.5 million in depreciation and amortization expenses. • General and administrative expense increased $23.1 million, primarily due to increases of $4.8 million in personnel costs, $2.8 million in professional and legal fees, $4.7 million in depreciation and amortization expenses, $5.7 million in charitable donations, and $6.8 million in variable compensation costs, partially offset by a decrease of $3.2 million in net capitalized computer and software expenses. • Income from operations increased $9.2 million, primarily due to gross profit, partly offset by higher operating expenses.
Importantly, we currently have existing products, testing results, distribution and manufacturing capabilities to support our ambitions. This will ultimately be a function of expanding our sales and/or marketing functions to promote our products to different end users and distribution channels, expanding our customer base, and introducing new products in the future.
Importantly, we have existing products, testing results, distribution and manufacturing capabilities to support our ambitions. Achieving this growth will depend on expanding our sales and marketing efforts to promote our products across end users and distribution channels, broadening our customer base, and introducing new products over time.
Examples include: • Added approximately $1.0 billion in revenue and $200.0 million in operating profit. • Realigned our sales team by end market, significantly reduced two-step distribution, and made significant investments in our field sales and engineering teams. • Made significant footprint investments in both production and warehouses.
Examples include: • Added approximately $1.0 billion in revenue, with sales growing $100.7 million or 4.5%. from fiscal year 2024 compared to fiscal year 2025, and $200.0 million in operating profit. • Earnings per share grew $0.64 per share to $8.24 per share or 8.4% from fiscal year 2024 compared to fiscal year 2025 exceeding sales growth over the same fiscal periods. • Realigned our sales team by end market, significantly reduced two-step distribution, and made significant investments in our field sales and engineering teams. • Made significant footprint investments in both production and warehouses.
On March 30, 2022, the Company entered into an Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement provides for a 5-year revolving credit facility of $450.0 million, which includes a letter of credit-sub-facility up to $50.0 million, and for a 5-year term loan facility of $450.0 million.
The Second Amended and Restated Credit Agreement provides for a 5-year $600.0 million revolving credit facility, which includes a letter of credit-sub-facility up to $50.0 million, and a 5-year term loan facility of $300.0 million. As of December 31, 2025, the Company had $74.2 million borrowings under the revolving credit facility and $300.0 million borrowings under the term loan facility.
We applied the ("Step 0") approach in the fourth quarter of 2024 to assess qualitative factors related to the goodwill of the reporting units to determine whether it is necessary to perform an impairment test. For this qualitative assessment, we assessed various assumptions, events and circumstances that could have affected the estimated fair value of the reporting units.
We performed the ( “ Step 0 ” ) approach in the fourth quarters of 2024 and 2025 to assess qualitative factors related to the goodwill of the reporting units to determine whether it is necessary to perform an impairment test.
Twelve Months Ended December 31, 2024 2023 Net Income $ 322,224 $ 353,987 Provision for income taxes 111,819 122,560 Interest (income) expense, net and other financing costs (5,277) (3,391) Depreciation and amortization 84,584 74,707 Other* 6,732 6,382 Adjusted EBITDA $ 520,082 $ 554,245 *Other: Includes acquisition, integration, restructuring related expenses, non-qualified deferred compensation plan adjustments, other & foreign exchange loss net, and net loss or gain on disposal of assets.
Twelve Months Ended December 31, 2025 2024 Net Income $ 345,083 $ 322,224 Provision for income taxes 117,390 111,819 Interest income, net and other financing costs (8,337) (5,277) Depreciation and amortization 88,477 84,584 Other* 1,666 13,453 Adjusted EBITDA $ 544,279 $ 526,803 *Other: Includes acquisition, integration, and restructuring related expenses, non-qualified deferred compensation adjustments, lease termination, severance costs, other & foreign exchange loss net, and net loss or gain on disposal of assets.
General and administrative expense increased 3.5% to $277.5 million from $268.1 million, primarily due to increases of $12.8 million in personnel costs, $7.1 million in professional fees, and $1.6 million in depreciation and amortization, partially offset by a decrease of $13.2 million in variable compensation costs. Our effective income tax rate increased to 25.8% from 25.7%.
General and administrative expense increased 9.8% to $321.7 million from $293.1 million, primarily due to increases of $10.3 million in personnel costs, $11.1 million in variable compensation costs, $1.1 million in professional fees, $3.0 million in depreciation and amortization, $1.2 million in bad debt, and $5.8 million in donations, partially offset by a decrease of $3.2 million in net capitalized computer and software expenses, $1.2 million in travel expenses.
As of December 31, 2024, the Company had no borrowings under the revolving credit facility and $388.1 million under the term loan facility, and has $450.0 million available to borrow under the revolving credit facility. The Company has certain contractual obligations, primarily debt interest, operating leases, and purchase obligations, which include annual facility fees.
As of December 31, 2025, the Company has $525.8 million available to borrow under the revolving credit facility. For more information, refer to “Note 14 - Debt” in Part II, Item 8. The Company has certain contractual obligations, primarily debt interest, operating leases, and purchase obligations, which include annual facility fees.
As a result of these efforts and projected increased sales, we currently anticipate Europe's 2025 operating margin to improve compared to fiscal year 2024. Our Asia/Pacific segment has generated revenues from both wood and concrete construction products. We believe that the Asia/Pacific segment is not significant to our overall performance.
Our Asia/Pacific segment has generated revenues from both wood and concrete construction products. We believe that the Asia/Pacific segment is not significant to our overall performance.
The operating margin range includes a projected gain between $10.0 million to $12.0 million from the sale of the old Gallatin facility based on a $19.0 million contracted sale price. • The effective tax rate is estimated to be in the range of 25.5% to 26.5%, including both federal and state income tax rates as well as international income tax rates, and assuming no tax law changes are enacted. • Capital expenditures are estimated to be approximately $150.0 million to $170.0 million, which includes $75.0 million for the Columbus, Ohio facility expansion and construction of the new Gallatin, Tennessee facility.
The operating margin range includes a projected gain of $10.0 million to $12.0 million on the sale of vacant land. • The effective tax rate is estimated to be in the range of 25.0% to 26.0%, incl uding both federal and state income tax rates as well as international income tax rates, and assuming no tax law changes are enacted. • Capital expenditures are estimated to be in the range of $75.0 million to $85.0 million. 32 Results of Operations Our discussion of our results focuses on 2025 and 2024 and year-to-year comparisons between those periods.
Gross margins decreased to 46.0% from 47.1%, primarily due to higher factory and overhead as well as warehouse and freight costs, partly offset by lower material costs, as a percentage of net sales.
Gross margin increased to 35.8% from 35.3% , primarily due to lower material and freight costs, partly offset by higher factory and overhead, warehouse and labor costs, as a percentage of net sales. Gross profit was negatively impacted by footprint optimization and severance costs.
Net Sales The following table shows net sales by segment for the years ended December 31, 2024 and 2023, respectively: (in thousands) North America Europe Asia/ Pacific Total December 31, 2023 $ 1,716,422 $ 480,756 $ 16,625 $ 2,213,803 December 31, 2024 1,735,879 479,055 17,205 2,232,139 Increase (decrease) $ 19,457 $ (1,701) $ 580 $ 18,336 Percentage increase (decrease) 1.1 % (0.4) % 3.5 % 0.8 % The following table shows segment net sales as percentages of total net sales for the years ended December 31, 2024 and 2023, respectively: North America Europe Asia/ Pacific Total Percentage of total 2023 net sales 77.5 % 21.7 % 0.8 % 100.0 % Percentage of total 2024 net sales 77.8 % 21.5 % 0.7 % 100.0 % Gross Profit The following table shows gross profit by segment for the years ended December 31, 2024 and 2023, respectively: (in thousands) North America Europe Asia/ Pacific Admin & All Other Total December 31, 2023 $ 862,557 $ 177,048 $ 5,679 $ (1,529) $ 1,043,755 December 31, 2024 850,504 168,982 5,798 567 1,025,851 Increase (decrease) (12,053) (8,066) 119 2,096 (17,904) Percentage decrease (1.4) % (4.6) % * * (1.7) % * The statistic is not meaningful or material.
Net Sales The following table shows net sales by segment for the years ended December 31, 2025 and 2024, respectively: (in thousands) North America Europe Asia/ Pacific Total December 31, 2024 $ 1,735,879 $ 479,055 $ 17,205 $ 2,232,139 December 31, 2025 1,813,856 499,559 19,393 2,332,808 Increase $ 77,977 $ 20,504 $ 2,188 $ 100,669 Percentage increase 4.5 % 4.3 % 12.7 % 4.5 % The following table shows segment net sales as percentages of total net sales for the years ended December 31, 2025 and 2024, respectively: North America Europe Asia/ Pacific Total Percentage of total 2024 net sales 77.8 % 21.5 % 0.7 % 100.0 % Percentage of total 2025 net sales 77.8 % 21.4 % 0.8 % 100.0 % Gross Profit The following table shows gross profit by segment for the years ended December 31, 2025 and 2024, respectively: (in thousands) North America Europe Asia/ Pacific Admin & All Other Total December 31, 2024 $ 848,541 $ 168,982 $ 5,798 $ 567 $ 1,023,888 December 31, 2025 885,028 178,933 6,449 (805) 1,069,605 Increase (decrease) $ 36,487 $ 9,951 $ 651 $ (1,372) $ 45,717 Percentage increase 4.3 % 5.9 % * * 4.5 % * The statistic is not meaningful or material.
As of January 1, 2024, the Company's share repurchases are subjected to a 1.0% excise tax enacted by the Inflation Reduction Act of 2022.
We operate in three business segments determined by geographic region: North America, Europe and 1 Average price paid per share of common shares repurchased excludes excise tax. As of January 1, 2024, the Company's share repurchases are subjected to a 1.0% excise tax enacted by the Inflation Reduction Act of 2022.
Our wood construction product net sales increased 0.5% for the year ended December 31, 2024 compared to December 31, 2023, primarily due to increased sales volumes, partly offset by product price decreases implemented during the first quarter of 2023. Our concrete construction product sales increased 5.0% over the same periods.
Our wood construction product net sales increased 3.7% for the year ended December 31, 2025, compared to December 31, 2024, primarily due to tariff-driven product price increases implemented during the second quarter and fourth quarter of 2025 as well as incremental sales increases from businesses acquired during fiscal year 2024, partly offset by lower sales volumes.
We believe this will also provide a better approximation of our cash flows compared to operating income. Factors Affecting Our Results of Operations The Company’s business, financial condition, and results of operations depend in large part on the level of U.S. housing starts and residential construction activity.
Factors Affecting Our Results of Operations Our business, financial condition, and results of operations depend in large part on the level of U.S. housing starts and residential construction activity. Overall U.S. housing starts have been decreasing year over year since 2021.
During the same period the Company has repurchased approximately 2.0 million shares of the Company's common stock, which represents approximately 4.5% of the outstanding shares of the Company's common stock.
From the beginning of 2022 to the fiscal year ended December 31, 2025, the Company has repurchased approximately 2.4 million shares of the Company's common stock, which represents approximately 5.6% of the outstanding shares of the Company's common stock at the start of 2022.
The net change in operating assets and liabilities included increases of $50.4 million in inventory and $12.7 million in other current assets as well as a $17.0 million net change in other non-current assets and liabilities.
The net change in operating assets and liabilities included increases of $24.0 million net change in other non-current assets and liabilities, $13.3 million in other current assets and $10.1 million in trade accounts receivable, partly offset by a decrease of $19.9 million in inventory as well as an increase of $20.7 million in accrued liabilities and other current liabilities.
Changes in labor, freight and warehousing costs, could also negatively impact gross profit depending on timing and amount of sales price can be increased to offset the higher costs. Our operations also expose us to risks associated with pandemics, epidemics or other public health crises.
Changes in labor, freight and warehousing costs, could also negatively impact gross profit depending on timing and amount of sales price can be increased to offset the higher costs. 31 Business Segment Information Historically, our North America segment has generated more revenues from wood construction products compared to concrete construction products.
We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies. 1 Average price paid per share of common shares repurchased excludes excise tax.
We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies. Overview We design, manufacture and sell building construction products that are of high quality and performance, easy to use and cost-effective for customers.
Residential and commercial construction begins with the foundation, followed by the wall and the roof systems, and then the installation of our products, which flow into a project or a house according to these schedules. In prior years, our sales were heavily seasonal with operating results varying from quarter to quarter depending on weather conditions that could delay construction starts.
Residential and commercial construction begins with the foundation, followed by the wall and the roof systems, and then the installation of our products, which flow into a project or a house according to these schedules. We are closely monitoring the recent tariff and trade policy actions taken by the U.S. and foreign governments.
North America • Net sales increased 1.1% primarily due to higher sales volumes and incremental sales from the Company's 2024 acquisitions. • Gross margin decreased to 49.0% from 50.3%, primarily due to higher factory and overhead as well as warehouse costs, partially offset by lower material costs, as a percentage of net sales. • Research and development and engineering expense decreased $0.3 million. • Selling expense increased $14.3 million, primarily due to increases of $16.9 million in personnel costs, $2.9 million in advertising and trade shows, partially offset by a decrease of $7.7 million in variable compensation costs. 1 Adjusted EBITDA is a non-GAAP financial measure and it is defined in the Non-GAAP Financial Measures Item 7.
North America • Net sales increased 4.5% primarily due to increase in pricing and incremental sales from the Company’s 2024 acquisitions, partly offset by lower volumes. 1 Adjusted EBITDA is a non-GAAP financial measure and it is defined in the Non-GAAP Financial Measures Item 7. For a reconciliation of Adjusted EBITDA to U.S.
Business Segment Information Historically, our North America segment has generated more revenues from wood construction products compared to concrete construction products. North America net sales increased 1.1% for the year ended December 31, 2024 compared to December 31, 2023.
North America net sales increased 4.5% for the year ended December 31, 2025, compared to December 31, 2024.
Cash used in investing activities of $259.3 million during the year ended December 31, 2024, was primarily for capital spending of $180.4 million for facility expansion projects, and machinery and equipment purchases as well as $79.2 million for the acquisitions of Calculated Structured Designs, Inc.; Monet DeSauw, Inc. and certain properties of Callaway Properties, LLC ("Monet"); and QuickFrames USA, LLC.
Cash used in investing activities of $136.2 million during the year ended December 31, 2025, was primarily for capital spending of $161.0 million for facility expansion projects, and machinery and equipment purchases. Based on current forecasts, capital expenditures are estimated to range between $75.0 million to $85.0 million for 2026.
Operating income decreased 7.1% to $439.6 million from $473.2 million on lower gross profits as well as increased personnel costs software and hardware costs and professional fees, party offset by lower incentive costs. Fiscal year 2024 operating margins were also affected by recent acquisitions including acquisition and integration related costs.
Operating income increased 2.1% to $448.8 million from $439.6 million on higher gross profits, partly offset by increased operating expenses. The higher operating expenses were driven by higher personnel costs including severance related costs, variable incentive compensation, IT application costs, as well as the timing of higher charitable donations.
Overall housing starts decreased 3.9% over the trailing twelve months ending December 31, 2024 compared to the trailing twelve months ending December 31, 2023. Lower housing starts in the U.S. could result in lower demand, which would affect the Company's sales and possibly operating profit.
Based on preliminary calendar year 2025 housing starts reporting, the year over year decrease in our sales volumes closely tracked with the decrease in total housing starts over the same period. Lower housing starts in the U.S. could result in lower demand, which would affect our sales and possibly operating profit.
Our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters of a fiscal year. Increasing interest rates, tariffs, political uncertainty due to rising energy costs, volatility in the steel market and stressed product transportation systems, can also have an effect on our gross and operating profits as well.
Increased tariffs (as noted above), political uncertainty, fluctuating foreign currency rates, mortgage interest rates, and rising costs can also have an effect on our gross and operating profits as well.
Removed
See "Note 5 — Stockholder's Equity". 29 Overview We design, manufacture and sell building construction products that are of high quality and performance, easy to use and cost-effective for customers. We operate in three business segments determined by geographic region: North America, Europe and Asia/Pacific.
Added
These actions reflect our Founder, Barclay Simpson’s, nine principles of doing business, particularly our relentless focus and commitment to customers and users. During the fiscal year ended December 31, 2025, tariff and trade policy actions have impacted our results of operations and are expected to continue to do so.
Removed
For 2025, incremental investments in the current business will be limited until the U.S. housing market shows long-term improvement. During 2024, work continued on our Columbus, Ohio facility expansion as well as the construction of our new Gallatin, Tennessee facility. We expect the expansion and operation of these facilities to be completed and commence in 2025.
Added
We also experienced increased foreign currency exchange rate volatility, which we attribute, in part, to the rapidly changing global trade environment. We increased prices in the U.S. effective June 2, 2025 on certain wood connectors, fasteners and mechanical anchors, and again effective October 15, 2025 on certain fasteners and mechanical anchors.
Removed
Europe net sales decreased slightly for the fiscal year December 31, 2024 compared to December 31, 2023, due to lower sales volumes, offset by the positive effect of $3.7 million in foreign currency translation. Both wood and concrete construction product sales decreased for the twelve months ended December 31, 2024 compared to the twelve months ended December 31, 2023.
Added
We believe North America net sales could increase in future periods even if demand does not increase. However, increased selling prices are expected to be offset by higher non-material costs including labor, energy, transportation, and equipment incurred over the prior three years and potentially by 30 future costs increases.
Removed
Gross profit decreased $8.1 million primarily due to increased factory overhead, warehouse and freight costs, as a percentage of net sales.
Added
In addition, the price increases are expected to partially offset increased costs related to tariffs affecting a portion of our fastener and anchors sales, but do not offset tariffs announced after December 31, 2025.
Removed
Operating income decreased $12.2 million on lower gross profits and increased costs supporting the optimization of the European footprint, including the realization of defensive Etanco related synergies, which resulted in $5.7 31 million in restructuring and severance charges for fiscal year 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−0 removed5 unchanged
Biggest changeWe may manage our exposure to transactional exposures by entering into foreign currency forward contracts for forecasted transactions and projected cash flows for foreign currencies in future periods. In 2022 and 2023, we entered into financial contracts at various times to hedge the risk of fluctuations associated with the Euro and the Chinese Yuan.
Biggest changeWe may manage our exposure to transactional exposures by entering into foreign currency forward contracts for forecasted transactions and projected cash flows for foreign currencies in future periods. In 2022, 2023, and 2025, we entered into financial contracts at various times to hedge the risk of fluctuations associated with the Euro and the Chinese Yuan.
Interest rates fluctuate as a result of many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control. We have entered into an interest rate swap agreement to convert the variable interest rate on our revolver and term loan to fixed interest rates.
Interest rates fluctuate as a result of many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control. We have an interest rate swap agreement to convert the variable interest rate on our revolver and term loan to fixed interest rates.
The loss was partially offset by $2.5 million in accumulated other comprehensive losses from foreign currency forward contracts. Refer to “Note 5 — Stockholders' Equity” to the Company’s consolidated financial statements. Interest Rate Risk Our primary exposure to interest rate risk results from outstanding borrowings under the Amended and Restated Credit Agreement, which bears interest at variable rates.
The loss was partially offset by $38.1 million in accumulated other comprehensive losses from foreign currency forward contracts. Refer to “Note 5 — Stockholders' Equity” to the Company’s consolidated financial statements. Interest Rate Risk Our primary exposure to interest rate risk results from outstanding borrowings under the Second Amended and Restated Credit Agreement, which bears interest at variable rates.
Steel cost started decreasing at the end of 2022 with prices stabilizing by the end of 2023 and during 2024 . While steel is typically available from numerous suppliers, the price of steel is a commodity subject to fluctuations that apply across broad spectrums of the steel market.
Steel costs started decreasing at the end of 2022 with prices stabilizing by the end of 2023 and during 2024 and 2025. While steel is typically available from numerous suppliers, the price of steel is a commodity subject to fluctuations that apply across broad spectrums of the steel market.
We do not use any derivative or hedging instruments to manage steel price risk. If the price of steel increases, our variable costs would also increase.
We do not use any derivative or hedging instruments to manage steel price risk. If the price of steel increases, our variable costs will also increase.
Refer to “Note 9 — Derivative Instruments” to the Company’s consolidated financial statements. Foreign currency translation adjustments on our underlying assets and liabilities resulted in an accumulated other comprehensive loss of $37.3 million for the year ended December 31, 2024, due to the effects of the strengthening United States Dollar in relation to almost all other countries.
Refer to “Note 9 — Derivative Instruments” to the Company’s consolidated financial statements. Foreign currency translation adjustments on our underlying assets and liabilities resulted in an accumulated other comprehensive gain of $69.3 million for the year ended December 31, 2025, due to the effects of the strengthening United States Dollar in relation to almost all other countries.
Refer to "Note 9 — Derivatives Instruments" to the Company’s consolidated financial statements, for further information on our interest rate swap contracts in effect as of December 31, 2024. Commodity Price Risk In the normal course of business, we are exposed to market risk related to our purchase of steel, a significant raw material upon which our manufacturing depends.
Refer to “Note 9 — Derivatives Instruments” to the Company’s consolidated financial statements, for further information on our interest rate swap contracts in effect as of December 31, 2025. Commodity Price Risk In the normal course of business, we are exposed to market risk related to our purchase of steel, a significant raw material upon which our manufacturing depends.
As of December 31, 2024, the outstanding debt under the Amended and Restated Credit Agreement subject to interest rate fluctuations was $388.1 million. The variable interest rates on the Credit Agreement fluctuate and expose us to short-term changes in market interest rates as our interest obligation on this instrument is based on prevailing market interest rates.
As of December 31, 2025, the outstanding debt under the Second Amended and Restated Credit Agreement subject to interest rate fluctuations was $374.2 million. The variable interest rates on the Credit Agreement fluctuate and expose us to short-term changes in market interest rates as our interest obligation on this instrument is based on prevailing market interest rates.

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