Simpson Manufacturing Co., Inc 10-Q for FY2026 Q3
Simpson Manufacturing Co., Inc. (SSD)
10-Q
2026-11-05
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 10-Q
Simpson Manufacturing Co., Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Simpson Manufacturing Co., Inc. reported third-quarter 2026 net sales of $638.1 million, up 2.3%, and net income of $109.1 million versus $107.4 million, while steel prices above 50% pressured gross margin to 45.7%. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $638.13M
- up 2.3% from $623.51M a year earlier
- Net income
- $109.12M
- up 1.6% from net income of $107.44M a year earlier
- Diluted EPS
- $2.68
- up 3.9% from $2.58 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended: September 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 1-13429
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation | (I.R.S. Employer | |||||||
| or organization) | Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(925 ) 560-9000
(Registrant’s telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ý | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
The number of shares of the registrant’s common stock outstanding as of November 3, 2026 was 40,541,461 .
Simpson Manufacturing Co., Inc. and Subsidiaries
TABLE OF CONTENTS
Part I - Financial Information
| Item 1 - Financial Statements | ||||||||
| Page No. | ||||||||
Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2026 and 2025 | ||||||||
| Part II - Other Information | ||||||||
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, unaudited)
| September 30, | December 31, | ||||||||||||||||
| 2026 | 2025 | 2025 | |||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Trade accounts receivable, net | |||||||||||||||||
| Inventories | |||||||||||||||||
| Other current assets | |||||||||||||||||
| Total current assets | |||||||||||||||||
| Property, plant and equipment, net | |||||||||||||||||
| Operating lease right-of-use assets | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Intangible assets, net | |||||||||||||||||
| Other noncurrent assets | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Trade accounts payable | $ | $ | $ | ||||||||||||||
| Accrued liabilities and other current liabilities | |||||||||||||||||
| Long-term debt, current portion | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Operating lease liabilities, net of current portion | |||||||||||||||||
| Long-term debt, net of current portion and issuance costs | |||||||||||||||||
| Deferred income tax | |||||||||||||||||
| Other long-term liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Commitments and contingencies (see Note 12) | |||||||||||||||||
| Non-qualified deferred compensation plan share awards | |||||||||||||||||
| Stockholders’ equity | |||||||||||||||||
| Common stock, at par value | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Retained earnings | |||||||||||||||||
| Common stock held in non-qualified deferred compensation plan ("DCP") | ( | ( | ( | ||||||||||||||
| Treasury stock | ( | ( | ( | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||
| Total stockholders’ equity | |||||||||||||||||
| Total liabilities, mezzanine equity, and stockholders’ equity | $ | $ | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
4
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings and Comprehensive Income
(In thousands except per-share amounts, unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development and other engineering expense | |||||||||||||||||||||||
| Selling expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Acquisition and integration related costs | |||||||||||||||||||||||
| Net gain on disposal of assets | ( | ( | ( | ( | |||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest income, net and other finance costs | |||||||||||||||||||||||
| Other & foreign exchange gain (loss), net | ( | ||||||||||||||||||||||
| Income before taxes | |||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
| Translation adjustments and other, net of tax | ( | ( | |||||||||||||||||||||
| Unamortized pension adjustments, net of tax | ( | ( | |||||||||||||||||||||
| Cash flow hedge adjustment, net of tax | ( | ||||||||||||||||||||||
| Comprehensive net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average number of shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Cash dividends declared per common share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
5
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands except per-share data, unaudited)
Three Months Ended September 30, 2026 and 2025
| Common Stock | Additional Paid-in | Retained | Accumulated Other Comprehensive | DCP Vested | Treasury | |||||||||||||||||||||
| Shares | Par Value | Capital | Earnings | Loss | Stock | Stock | Total | |||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
| Translation adjustment and other, net of tax | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Pension adjustment, net of tax | — | — | — | — | — | — | ||||||||||||||||||||
| Cash flow hedges, net of tax | — | — | — | — | — | — | ||||||||||||||||||||
| Stock-based compensation expense and deferred compensation plan ("DCP") expense | — | — | ( | — | — | — | — | ( | ||||||||||||||||||
| Common stock held in DCP | ( | — | — | — | ( | — | ||||||||||||||||||||
| Distribution/ diversification of common stock held in DCP | — | — | — | — | ||||||||||||||||||||||
| Change in redemption value of stock awards in DCP | — | — | — | — | — | |||||||||||||||||||||
| Shares issued from release of Restricted Stock Units | — | ( | — | — | — | — | ( | |||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Retirement of common stock | — | — | — | — | — | — | — | |||||||||||||||||||
Cash dividends declared on common stock, $ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||
| Translation adjustment and other, net of tax | — | — | — | — | — | — | ||||||||||||||||||||
| Pension adjustment, net of tax | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Cash flow hedges, net of tax | — | — | — | — | — | — | ||||||||||||||||||||
| Stock-based compensation and deferred compensation plan ("DCP") expense | — | — | — | — | — | — | ||||||||||||||||||||
| Common stock held in DCP | — | — | — | — | ( | — | ||||||||||||||||||||
| Distribution/ diversification of common stock held in DCP | — | — | — | — | — | |||||||||||||||||||||
| Change in redemption value of share awards in DCP | — | — | — | — | — | |||||||||||||||||||||
| Shares issued from release of Restricted Stock Units | — | ( | — | — | — | — | ( | |||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | — | — | — | — | — | ( | ( | ||||||||||||||||||
Cash dividends declared on common stock, $ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
6
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands except per-share data, unaudited)
Nine Months Ended September 30, 2026 and 2025
| Common Stock | Additional Paid-in | Retained | Accumulated Other Comprehensive | DCP Vested | Treasury | |||||||||||||||||||||||||||||||||
| Shares | Par Value | Capital | Earnings | Loss | Stock | Stock | Total | |||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Translation adjustment, net of tax | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Pension adjustment and other, net of tax | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Cash flow hedges, net of tax | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation and deferred compensation plan ("DCP") expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Common stock held in DCP | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||
| Distribution/ diversification of common stock held in DCP | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Changes in redemption value of stock awards in DCP | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Shares issued from release of Restricted Stock Units | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Retirement of treasury stock | — | ( | — | ( | — | — | ||||||||||||||||||||||||||||||||
Cash dividends declared on common stock, $ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||
Common stock issued at $ | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Translation adjustment, net of tax | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Pension adjustment and other, net of tax | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Cash flow hedges, net of tax | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||
| Stock-based compensation and deferred compensation plan ("DCP") expense | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Common stock held in DCP | ( | — | — | — | ( | — | ||||||||||||||||||||||||||||||||
| Distribution/ diversification of common stock held in DCP | — | — | — | — | — | |||||||||||||||||||||||||||||||||
| Change in redemption value of share awards in DCP | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||
| Shares issued from release of Restricted Stock Units | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | ( | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||
| Retirement of treasury stock | — | ( | — | ( | — | — | ||||||||||||||||||||||||||||||||
Cash dividends declared on common stock, $ | — | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||
Common stock issued at $ | — | — | — | — | $ | — | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
7
Simpson Manufacturing Co., Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands, unaudited)
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Net gain on disposal of assets | ( | ( | |||||||||
| Depreciation and amortization | |||||||||||
| Noncash lease expense | |||||||||||
| Loss in equity method investment, before tax | ( | ||||||||||
| Deferred income taxes | |||||||||||
| Noncash compensation related to stock plans and other changes in the fair value of DCP | |||||||||||
| (Recovery) provision for credit losses | ( | ||||||||||
| Deferred hedge gain | ( | ( | |||||||||
| Changes in operating assets and liabilities | |||||||||||
| Trade accounts receivable | ( | ( | |||||||||
| Inventories | |||||||||||
| Trade accounts payable | |||||||||||
| Other current assets | |||||||||||
| Accrued liabilities and other current liabilities | ( | ||||||||||
| Other noncurrent assets and liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Purchases of equity investments | ( | ( | |||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Proceeds from partial termination of hedge | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Issuance of common stock | |||||||||||
| Proceeds from line of credits | |||||||||||
| Repayments of line of credit and term loan | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Cash paid on behalf of employees for shares withheld | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net decrease in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Noncash activity during the period | |||||||||||
| Noncash capital expenditures | $ | $ | |||||||||
| Dividends declared but not paid | |||||||||||
| Issuance of Company’s common stock for compensation | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
8
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation
Principles of Consolidation
The accompanying Condensed Consolidated Financial Statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries (collectively, the “Company”). Investments in 50% or less owned entities are accounted for using either the cost or the equity method. All significant intercompany transactions have been eliminated. Certain amounts in the Condensed Consolidated Financial Statements of the prior year have been reclassified to conform to the fiscal 2026 presentation. In the first quarter of 2026, the Company reclassified certain software amortization costs related to the Company's component manufacturing efforts from general and administrative expense to cost of sales. These reclassifications had no net impact on the Company's Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Earnings and Comprehensive Income, Condensed Consolidated Statements of Stockholders’ Equity or Condensed Consolidated Statements of Cash Flow. Additionally, for the year ended December 31, 2025, the Company reclassified certain quality assurance costs from general and administrative expense to cost of sales. The financial results for the three months and nine months ended September 30, 2025 have been recast for comparison purposes and to conform to the current period classification, with $1.6 4.6
Use of Estimates
The preparation of the Condensed Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation under GAAP.
Interim Reporting Period
The accompanying unaudited quarterly Condensed Consolidated Financial Statements have been prepared in accordance with GAAP pursuant to the rules and regulations for reporting interim financial information and instructions on Form 10-Q. Accordingly, certain information and footnotes required by GAAP have been condensed or omitted. These interim statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”).
The unaudited quarterly Condensed Consolidated Financial Statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein in accordance with GAAP. The year-end Condensed Consolidated Balance Sheet data provided herein were derived from audited consolidated financial statements included in the 2025 Form 10-K, but do not include all disclosures required by GAAP. The Company’s quarterly results fluctuate. As a result, the results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future periods.
Cash and Cash Equivalents
The Company classifies investments that are highly liquid and have maturities of three months or less at the date of purchase as cash equivalents.
Current Estimated Allowance for Credit Losses
The Company maintains an allowance for credit losses for estimated future expected credit losses resulting from customers' failure to make payments on its accounts receivable. The Company determines the estimate of the allowance for accounts receivable credit losses by considering several factors, including (1) specific information on the financial condition and the current creditworthiness of customers, (2) credit rating, (3) payment history and historical experience, (4) aging of the accounts
9
receivable, and (5) reasonable and supportable forecasts about collectability. The Company also reserves 100 % of the amounts deemed uncollectible due to a customer's deteriorating financial condition or bankruptcy. Every quarter, the Company evaluates the customer group using the accounts receivable aging report and its best judgment when considering changes in customers' credit ratings, level of delinquency, customers' historical payments and loss experience, current market and economic conditions, and expectations of future market and economic conditions.
The changes in the allowance for accounts receivable credit losses for the nine months ended September 30, 2026 are outlined in the table below:
| December 31, 2025 | Expense (Deductions), net | Recoveries (Write-Offs), net 1 | September 30, 2026 | ||||||||||||||||||||
| Allowance for credit losses | $ | ( | $ | ||||||||||||||||||||
1Amount is net of the effect of foreign currency fluctuations.
Fair Value of Financial Instruments
Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between unrelated market participants. As such, fair value is a market-based measurement that is determined based on assumptions that unrelated market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified under a three-tier fair valuation hierarchy based on the observability of the inputs available in the market: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of trade accounts receivable, accounts payable, accrued liabilities and other current liabilities approximate fair value due to the short-term nature of these instruments. The fair values of the Company's investments and liabilities in the deferred compensation plan are classified as Level 1 within the fair value hierarchy, and are subject to investment risks. The fair values of interest rate and foreign currency contracts are classified as Level 2 within the fair value hierarchy. The fair values of the Company’s contingent consideration related to acquisitions is classified as Level 3 within the fair value hierarchy, as these amounts are based on unobservable inputs such as management estimates and entity-specific assumptions and are evaluated on an ongoing basis.
10
The following tables summarize the financial assets and financial liabilities measured at fair value for the Company as of September 30, 2026 and 2025:
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
(in thousands) | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
Cash equivalents (1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Derivative instruments - assets (3) | — | — | — | — | |||||||||||||||||||||||||||||||
Investment in deferred compensation plan (4) | — | — | — | ||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
Term loan (2) | — | — | |||||||||||||||||||||||||||||||||
Revolver (2) | |||||||||||||||||||||||||||||||||||
Derivative instruments - liabilities (3) | |||||||||||||||||||||||||||||||||||
Deferred compensation plan liabilities (4) | — | — | — | ||||||||||||||||||||||||||||||||
| Contingent considerations | |||||||||||||||||||||||||||||||||||
(1) The carrying amounts of cash equivalents, representing money market funds traded in an active market with relatively short maturities, are reported on the consolidated balance sheet as of September 30, 2026 and 2025 as a component of "Cash and cash equivalents".
(2) The carrying amounts of our term loan and revolver approximate fair value as of September 30, 2026 based upon their terms and conditions in comparison to debt instruments with similar terms and conditions available on the same date.
(3) Derivatives for interest rate, foreign exchange and forward swap contracts are discussed in Note 7.
(4) Non-qualified deferred compensation plan.
Derivative Instruments
The Company uses derivative instruments, including cross-currency and interest rate swaps, foreign currency forwards, interest rate swaps, and zero-cost collars, as risk management tools to mitigate the potential impact of certain market risks. Foreign currency and interest rate risk are the primary market risks the Company manages through the use of derivative instruments which are accounted for as cash flow hedges or net investment hedges under the accounting standards and carried at fair value as other current or noncurrent assets or as other current or other long-term liabilities. Assets and liabilities with the legal right of offset are not offset in the consolidated balance sheets. Net deferred gains and losses related to changes in fair value of cash flow hedges are included in accumulated other comprehensive income/loss (“OCI”), a component of stockholders' equity, and are reclassified into the line item in the Condensed Consolidated Statements of Earnings and Comprehensive Income in which the hedged items are recorded in the same period the hedged item affects earnings. The effective portion of gains and losses attributable to net investment hedges is recorded net of tax to OCI to offset the change in the carrying value of the net investment being hedged. Recognition in earnings of amounts previously recorded to OCI are limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation. Changes in fair value of any derivatives that are determined to be ineffective are immediately reclassified from OCI into earnings.
Deferred Compensation Plan
The Company established a non-qualified deferred compensation plan (“DCP” or “the Plan”) in April 2023 for eligible employees and members of the Company's Board of Directors (the “Board”). The Plan provides eligible participants the opportunity to defer and invest a specified percentage of their compensation, including the Company stock awards upon vesting. The Plan is a non-qualified plan that is informally funded by assets in a rabbi trust, which restricts the Company's use and access to the assets held but is subject to the claims of the Company's creditors in the event that the Company becomes insolvent. The amount of compensation to be deferred by participants are based on their own elections and are adjusted for any investment changes that the participants direct. This plan does not provide for employer contributions.
The Plan permits diversification of vested shares (common stock) into other equity securities subject to a six-month holding period subsequent to vesting. Accounting for deferred common stock will be under either plan C or plan D. Accounting will depend on whether or not the employee has diversified the common stock. Under plan C, diversification is permitted but the employee has not diversified. Under plan D, diversification is permitted and the employee has diversified.
For common stock that has not been diversified, the Company common stock held in the deferred compensation plan is classified in a manner similar to treasury stock and presented separately on the Condensed Consolidated Balance Sheets as Company's common stock held by the non-qualified deferred compensation plan. Common stock is recorded at fair value of the
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stock at the time it vested, subsequent changes in the value of the common stock is not recognized. The deferred compensation obligations are measured independently at fair value of the common stock with a corresponding charge or credit to compensation cost. Fair value is determined as the product of the common stock and the closing price of the stock each reporting period.
Under plan D, assets held by the rabbi trust are subject to applicable GAAP. The deferred compensation obligation is measured independently at fair value of the underlying assets.
Business Combinations and Asset Acquisitions
Business combinations are accounted for under the acquisition method in accordance with ASC 805, Business Combinations. The acquisition method requires identifiable assets acquired and liabilities assumed and any noncontrolling interest in the business acquired be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill.
Acquisitions that do not meet the definition of a business under the ASC 805 are accounted for as an acquisition of assets, whereby all of the cost of the individual assets acquired and liabilities assumed, including certain transactions costs, are allocated on a relative fair value basis. Accordingly, goodwill is not recognized in an asset acquisition.
Revenue Recognition
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 relative stated standalone selling price. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer at a point in time. The Company's shipping terms provide the primary indicator of the transfer of control. The Company's general shipping terms are Incoterm C.P.T. (F.O.B. shipping point), where the title, and risk and rewards of ownership transfer at the point when the products are no longer on the Company's premises. Other Incoterms are allowed as exceptions depending on the product or service being sold and the nature of the sale. The Company recognizes revenue based on the consideration specified in the invoice with a customer, excluding any sales incentives, discounts, and amounts collected on behalf of third parties (i.e., governmental tax authorities). Based on historical experience with the customer, the customer's purchasing pattern, and its significant experience selling products, the Company concluded that a significant reversal in the cumulative amount of revenue recognized would not occur when the uncertainty (if any) is resolved (that is, when the total amount of purchases is known).
Contract liability is recorded when consideration is received from a customer and the Company has remaining unsatisfied performance obligations.
The Company presents taxes collected and remitted to governmental authorities on a net basis in the consolidated statements of operations. Additionally, all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer (e.g., sales, use, value added, and some excise taxes) are excluded from revenue. Refer to Note 2 for additional information.
Leases
The Company has operating leases for certain facilities, equipment, autos and data centers. As an accounting policy for short-term leases, the Company elected to not recognize a right-of-use (“ROU”) asset and liability if, at the commencement date, the lease (1) has a term of 12 months or less and (2) does not include renewal and purchase options that the Company is reasonably certain to exercise. Monthly payments on short-term leases are recognized on a straight-line basis over the full lease term.
Stock-Based Compensation
The Company recognizes stock-based compensation expense related to the estimated fair value of restricted stock awards on a straight-line basis, net of estimated forfeitures, over the requisite service period of the awards, which is generally the vesting term of or four years . Stock-based compensation related to performance share grants is measured based on grant date fair value and expensed on a graded basis over the service period of the awards, which is generally a performance period of three
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Income Taxes
Income taxes are calculated using an asset and liability approach. The provision for income taxes includes federal, state and foreign taxes currently payable, and deferred taxes due to temporary differences between the financial statement and tax bases of assets and liabilities. In addition, future tax benefits are recognized to the extent that realization of such benefits is more likely than not. This method gives consideration to the future tax consequences of the deferred income tax items and immediately recognizes changes in income tax laws in the year of enactment.
The Company uses an estimated annual tax rate to measure the tax benefit or tax expense recognized in each interim period.
Net Income Per Share
Basic net income per common share is computed based on the weighted-average number of common shares outstanding. Potentially dilutive shares are included in the diluted per-share calculations using the treasury stock method for all periods when the effect of their inclusion is dilutive.
Accounting Standards Adopted
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring enhanced income tax disclosures. This ASU requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. This ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. The requirements of this ASU are effective for annual periods beginning after December 15, 2024. The Company adopted this ASU using the retrospective transition method, and it had no impact on the Company’s consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient in developing forecasts as part of estimating expected credit losses. The amendment permits the Company to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This ASU is effective for annual and interim periods beginning after December 15, 2025. The Company adopted this ASU and it had no impact on the Company's consolidated financial statements.
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements. This ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software that removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40. This amendment modernizes the guidance for internal-use software costs, including website development, by eliminating development stage requirements and introducing a probable-to-complete threshold for capitalization. This ASU is effective for annual and interim periods beginning after December 15, 2027.
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Early adoption is permitted and is effective on either a prospective, modified or retrospective transition approach. The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, to more closely align financial reporting with the economics of an entity’s risk management activities. The effective date for this ASU is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied prospectively with an option to adopt the amendments for hedging relationships existing as of the date of adoption. The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes a comprehensive accounting model for environmental credits and environmental credit obligations. This ASU is intended to improve consistency in the accounting for environmental credits and related obligations by providing recognition, measurement, presentation, and disclosure requirements. This ASU is effective for public business entities for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The amendments are to be applied using a modified retrospective approach through a cumulative‑effect adjustment to opening retained earnings in the year of adoption. The Company is currently evaluating the impact that adoption of this ASU may have on its consolidated financial statements.
The Company does not believe other new accounting pronouncements issued by the FASB will have a material impact on its consolidated financial statements.
2. Revenue from Contracts with Customers
Disaggregated revenue
The Company disaggregates net sales into the following major product groups as described in its segment information included in these interim financial statements under Note 13.
Wood Construction Products Revenue. Wood construction products represented approximately 84.3 % and 84.8 % of total net sales for the nine months ended September 30, 2026 and 2025, respectively.
Concrete Construction Products Revenue. Concrete construction products represented approximately 15.4 % and 15.0 % of total net sales for the nine months ended September 30, 2026 and 2025, respectively.
Customer acceptance criteria. Generally, there are no customer acceptance criteria included in the standard sales agreement with customers. When an arrangement with the customer does not meet the criteria to be accounted for as a revenue contract under the standard, the Company recognizes revenue in the amount of nonrefundable consideration received when the Company has transferred control of the goods or services and has stopped transferring (and has no obligation to transfer) additional goods or services. The Company offers certain customers discounts for paying invoices ahead of the due date, which are generally 30 to 60 days after the issue date.
Other revenue. Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services were less than 0.5% of total net sales and recognized as the services are completed or by transferring control over a product to a customer at a point in time. Services may be sold separately or in bundled packages. The typical contract length for services is generally less than one year. For bundled packages, the Company accounts for individual services separately when they are distinct within the context of the contract. A distinct service is separately identifiable from other items in the bundled package if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the services.
Reconciliation of contract balances
Contract assets are the right to receive consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing.
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Contract liabilities consist of billings in excess of costs and earnings and other deferred revenue on cancellable contracts. The time period between when consideration was received to when performance obligations are complete may not be significant. As of September 30, 2026 and 2025, the Company's contract liability was $1.3 million and $4.1 million, respectively. The Company recognized revenue of $0.9 million and $3.0 million from the contract liability during the three months ended September 30, 2026 and 2025, respectively, and $4.8 million and $8.6 million during the nine months ended September 30, 2026 and 2025, respectively. The Company had no material contract assets from contract with customers.
3. Net Income per Share
The following shows a reconciliation of basic net earnings per share ("EPS") to diluted EPS:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Dilutive effect of potential common stock equivalents | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
| Net earnings per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
4. Stock-Based Compensation
The Company currently maintains the Simpson Manufacturing Co., Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”) as its only equity incentive plan. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock in aggregate may be issued, including shares already issued pursuant to prior awards granted under the 2011 Plan. Shares of the Company's common stock underlying awards to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933, as amended. Under the 2011 Plan, the Company may grant restricted stock and restricted stock units. The Company currently intends to award only performance-based stock units ("PSUs") and/or time-based restricted stock units ("RSUs").
The Company allocates stock-based compensation expense amongst cost of sales, research and development and other engineering expense, selling expense, or general and administrative expense based on the job functions performed by the employees to whom the stock-based compensation is awarded. Stock-based compensation capitalized in inventory was immaterial for all periods presented. The Company recognized stock-based compensation expense related to its equity plans for employees of $6.9 million and $5.8 million for the three months ended September 30, 2026 and 2025, respectively, and $21.9 million and $18.7 million for the nine months ended September 30, 2026 and 2025, respectively.
During the nine months ended September 30, 2026, the Company granted an aggregate of 122,488 RSUs and PSUs to the Company's employees, including officers at an estimated weighted-average fair value of $179.74 per share based on the closing price (adjusted for certain market factors primarily the present value of dividends) of the Company's common stock on the grant date. The RSUs and PSUs granted to the Company's employees may be time-based, performance-based, time and performance-based, or performance-based and indexed to United States housing starts. Certain of the PSUs are granted to officers and key employees, where the number of performance-based awards to be issued is based on the achievement of certain Company performance criteria established in the award agreement over a cumulative three year period. These awards cliff vest after three years . In addition, these same officers and key employees also receive time-based RSUs, which vest pursuant to a three-year graded vesting schedule. Time based RSUs are granted to the Company's employees excluding officers and certain key employees, vest ratably over the four year vesting-term of the award.
Certain other PSUs are granted to officers and key employees, where the number of awards to be issued is based on the achievement of certain Company performance criteria established in the award agreement over a cumulative three year period and indexed to the United States housing starts growth. Awards that are indexed to a factor, in addition to the Company's performance criteria that is not a market, performance, or service condition are classified as liabilities and are remeasured at fair value at the end of each reporting period until settlement. During the nine months ended September 30, 2026, the Company granted an aggregate of 52,686 liability classified PSUs at a grant date fair value of $179.07 per award, or $9.4 million in the
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aggregate, and their fair value at September 30, 2026 was $173.61 per award or $9.1 million in aggregate. As of September 30, 2026 the Company recognized $6.9 million of stock-based compensation expense related to the liability classified awards with a corresponding share-based compensation liability.
The Company’s seven non-employee directors are entitled to receive an aggregate of approximately $1.0 million in equity compensation annually under the Company's non-employee director compensation program. The number of shares ultimately granted are based on the average closing share price for the Company's common stock over the 60 day period prior to approval of the award in the second quarter of each year. In May 2026, the Company granted 4,997 shares of the Company's common stock to the non-employee directors, based on the average closing price of $184.32 per share and recognized $0.9 million of expense.
As of September 30, 2026, the Company's aggregate unamortized stock compensation expense was approximately $32.5 million, which is expected to be recognized in expense over a weighted-average period of 2.2 years.
5. Trade Accounts Receivable, net
Trade accounts receivable consisted of the following:
| As of September 30, | As of December 31, | ||||||||||||||||
| (in thousands) | 2026 | 2025 | 2025 | ||||||||||||||
| Trade accounts receivable | $ | $ | $ | ||||||||||||||
| Allowance for credit losses | ( | ( | ( | ||||||||||||||
| Allowance for sales discounts and returns | ( | ( | ( | ||||||||||||||
| $ | $ | $ | |||||||||||||||
6. Inventories
The components of inventories are as follows:
| As of September 30, | As of December 31, | ||||||||||||||||
| (in thousands) | 2026 | 2025 | 2025 | ||||||||||||||
| Raw materials | $ | $ | $ | ||||||||||||||
| In-process products | |||||||||||||||||
| Finished products | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
7. Derivative Instruments
The Company enters into derivative instrument agreements, including cross-currency and interest rate swaps, foreign currency forwards, and zero-cost collars, to manage risk in connection with changes in foreign currency and interest rates. The Company hedges committed exposures and does not engage in speculative transactions. The Company only enters into derivative instrument agreements with counterparties who have highly rated credit.
As of September 30, 2026, the aggregate notional amounts of the Company's outstanding interest rate contracts, cross currency swap contracts, EUR forward contract, and net investment hedge were $288.8 million, $365.6 million, $321.7 million, and $557.2 million, respectively.
During June 2026, the Company determined that certain forecasted cash flows that had been designated as hedged transactions in cash flow hedging relationships were no longer probable of occurring. As a result, the Company simultaneously terminated and discontinued hedge accounting for the affected portion of the interest rate swap in cash flow hedging relationships and reclassified approximately $0.7 million of gains from OCI into Interest income, net and other finance costs in the Consolidated Statements of Operations during the period.
During June 2026, and in connection with a reassessment of its foreign currency risk management strategy, the Company entered into an offsetting forward contract to effectively fix the value of its pre-existing forward contract through its maturity. Concurrently, the Company de-designated the original forward contract as a net investment hedge. The accumulated other comprehensive income (loss) related to the de-designated hedge will remain in OCI until the underlying hedged net investment is sold, substantially liquidated, or otherwise disposed of. Subsequent changes in the fair value of both the original and offsetting contracts will be recognized directly in earnings. Additionally, the Company entered into a zero-cost EUR/USD
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collar in June 2026 that was designated as net investment hedge of a $300 million portion of its net investment in its EUR subsidiary.
For derivative instruments that are designated and qualify as a net investment hedge, the gain or loss on the derivative instrument attributable to changes in the spot rate is reported in the CTA section of OCI and will remain in OCI until the hedged net investment would be sold or liquidated. The Company has elected to assess hedge effectiveness based on changes in spot exchange rates. Under this method, the Company recognizes in earnings the initial value of the component excluded from the assessment of effectiveness using a systematic and rational method over the life of the hedging instrument. The interest accruals are also recognized in earnings. Any difference between the change in fair value of the excluded component and amounts recognized in earnings under that systematic and rational method will be recognized in the CTA section of OCI.
In May 2025, the Company entered into a cross-currency swap expiring in May 2032 to hedge its exposure to adverse foreign currency exchange rate movements for its operations in Europe, which qualifies as net investment hedge. For the derivative instrument, the gain or loss on the derivative instrument attributable to changes in the spot rate is reported in the CTA section of OCI and will remain in OCI until the hedged net investment is sold or liquidated. The Company has elected to assess hedge effectiveness based on changes in spot exchange rates. Under this method, the Company recognizes in earnings the initial value of the component excluded from the assessment of effectiveness over the life of the hedging instrument. The interest accruals are also recognized in earnings (interest expense). Any difference between the change in fair value of the excluded component and amounts recognized in earnings will be recognized in the CTA section of OCI.
The effects of cash flow hedge accounting on the Condensed Consolidated Statements of Earnings and Comprehensive Income for the nine months ended September 30, were as follows:
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||
| (in thousands) | Cost of sales | Interest income, net and other finance costs | Other & foreign exchange loss, net | Cost of sales | Interest income, net and other finance costs | Other & foreign exchange loss, net | ||||||||||||||||||||||||||||||||
| Total amounts of income and expense line items presented in the Condensed Consolidated Statement of Earnings in which the effects of fair value or cash flow hedges are recorded | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||
| The effects of cash flow hedging | ||||||||||||||||||||||||||||||||||||||
| Gain or (loss) on cash flow hedging relationships | ||||||||||||||||||||||||||||||||||||||
| Interest contracts: | ||||||||||||||||||||||||||||||||||||||
| Amount of gain (loss) reclassified from OCI to earnings | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Cross currency swap contract | ||||||||||||||||||||||||||||||||||||||
| Amount of gain (loss) reclassified from OCI to earnings | — | ( | ||||||||||||||||||||||||||||||||||||
The effects of derivative instruments on the Condensed Consolidated Statements of Earnings and Comprehensive Income for the three months ended September 30, 2026 and 2025 were as follows:
| Cash Flow Hedging Relationships | Gain (Loss) Recognized in OCI | Location of Gain (Loss) Reclassified from OCI into Earnings | Gain (Loss) Reclassified from OCI into Earnings | |||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Interest rate contracts | $ | $ | Interest expense | $ | $ | |||||||||||||||||||||||||||
| Cross currency contracts | Interest expense | |||||||||||||||||||||||||||||||
| FX gain (loss) | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
The effects of derivative instruments on the Condensed Consolidated Statements of Earnings and Comprehensive Income for the nine months ended September 30, 2026 and 2025 were as follows:
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| Cash Flow Hedging Relationships | Gain (Loss) Recognized in OCI | Location of Loss Reclassified from OCI into Earnings | Gain (Loss) Reclassified from OCI into Earnings | |||||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||
| Interest rate contracts | $ | $ | ( | Interest expense | $ | $ | ||||||||||||||||||||||||||
| Cross currency contracts | ( | Interest expense | ||||||||||||||||||||||||||||||
| FX loss | ( | |||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
For the three months ending September 30, 2026 and 2025, net investment hedge gain of $5.8 million and gain of $7.8 million were included in OCI, respectively. For the three months ending September 30, 2026 and 2025, excluded gain of $1.8 million and loss of $1.3 million were reclassified from OCI to interest expense, respectively.
For the nine months ending September 30, 2026 and 2025, net investment hedge gain of $22.1 million and loss of $41.8 million were included in OCI, respectively. For the nine months ending September 30, 2026 and 2025, excluded gain of $7.9 million and loss of $3.8 million were reclassified from OCI to interest expense, respectively.
As of September 30, 2026, the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheets were comprised of an asset of $11.4 million, of which $7.0 million is included in Other current assets, the balance of $4.4 million included in the Other noncurrent assets, and of a liability of $52.3 million, of which $31.6 million is included in Other current liabilities, the balance of $20.7 million included in the Other long-term liabilities of the Condensed Consolidated Balance Sheets.
8. Property, Plant and Equipment, net
Property, plant and equipment consisted of the following:
| As of September 30, | As of December 31, | |||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2025 | |||||||||||||||||
| Land | $ | $ | $ | |||||||||||||||||
| Buildings and site improvements | ||||||||||||||||||||
| Leasehold improvements | ||||||||||||||||||||
| Machinery and equipment | ||||||||||||||||||||
| Less: accumulated depreciation and amortization | ( | ( | ( | |||||||||||||||||
| Capital projects in progress | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
Assets held-for sale
In January 2025, the Company made the decision to sell its vacant land that is part of the Company's North America segment. The Company determined that the long-lived asset met the criteria to be classified as held for sale in its financial statements. As of September 30, 2026, the asset's carrying value of approximately $2.4 million was included in Other current assets within the Condensed Consolidated Balance Sheets. On October 2, 2026 the Company completed the sale of its vacant land and expects to recognize a gain of $11.0 million in the net gain on disposal of assets within the Condensed Consolidated Statements of Earnings and Comprehensive Income during the fourth quarter of fiscal 2026.
Asset sale
In June 2026, the Company reached a final eminent domain settlement related to its existing land in McKinney, Texas for approximately $5.9 million in net proceeds, which resulted in approximately $5.5 million of gain on disposal of fixed assets.
In July 2025, the Company sold its existing facility in Gallatin, Tennessee for approximately $19.0 million in net proceeds after closing costs and sale price adjustments, which resulted in approximately $12.9 million of gain on disposal of fixed assets. To provide a temporary transition until the Company relocates to the new facility, the Company leased back the sold facility from
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the buyer for approximately five months . The Company treated the leaseback transaction as a short-term lease and will recognize the rent expense on the straight-line basis over the lease term.
9. Goodwill and Intangible Assets, net
Goodwill consisted of the following:
| As of September 30, | As of December 31, | ||||||||||||||||
| (in thousands) | 2026 | 2025 | 2025 | ||||||||||||||
| North America | $ | $ | $ | ||||||||||||||
| Europe | |||||||||||||||||
| Asia/Pacific | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Amortizable intangible assets were as follows:
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
| Patents | ||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
| Disposals | ( | — | ( | |||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Foreign exchange | — | |||||||||||||||||||
Balance as of September 30, 2025 | ( | |||||||||||||||||||
| Disposals | ( | — | ( | |||||||||||||||||
| Reclassification | — | |||||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Foreign exchange | — | |||||||||||||||||||
Balance as of December 31, 2025 | ( | |||||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Reclassifications | — | |||||||||||||||||||
| Foreign exchange | ( | — | ( | |||||||||||||||||
Balance as of September 30, 2026 | $ | $ | ( | $ | ||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
| Unpatented Technology | ||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Foreign exchange | — | |||||||||||||||||||
Balance as of September 30, 2025 | ( | |||||||||||||||||||
| Acquisitions | — | |||||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Reclassification | ( | — | ||||||||||||||||||
| Foreign exchange | — | |||||||||||||||||||
Balance as of December 31, 2025 | ( | |||||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Foreign exchange | — | |||||||||||||||||||
| Balance as of September 30, 2026 | $ | $ | ( | $ | ||||||||||||||||
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| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
| Non-Compete Agreements, Trademarks and Other | ||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Reclassification | ( | — | ( | |||||||||||||||||
| Foreign exchange | — | |||||||||||||||||||
Balance as of September 30, 2025 | ( | |||||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Reclassification | ( | |||||||||||||||||||
| Foreign exchange | ( | — | ( | |||||||||||||||||
Balance as of December 31, 2025 | ( | |||||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Reclassifications | — | |||||||||||||||||||
| Foreign exchange | ( | — | ( | |||||||||||||||||
Balance as of September 30, 2026 | $ | $ | ( | $ | ||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
| Customer Relationships | ||||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Reclassification | — | |||||||||||||||||||
| Foreign exchange | — | |||||||||||||||||||
Balance as of September 30, 2025 | ( | |||||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Reclassification | ( | — | ( | |||||||||||||||||
| Foreign exchange | — | |||||||||||||||||||
Balance as of December 31, 2025 | ( | |||||||||||||||||||
| Amortization | — | ( | ( | |||||||||||||||||
| Reclassifications | ( | ( | ||||||||||||||||||
| Foreign exchange | ( | — | ( | |||||||||||||||||
Balance as of September 30, 2026 | $ | $ | ( | $ | ||||||||||||||||
Definite-lived and indefinite-lived intangible assets, net, by segment were as follows:
| As of September 30, 2026 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| (in thousands) | |||||||||||||||||
| North America | $ | $ | ( | $ | |||||||||||||
| Europe | ( | ||||||||||||||||
| Asia/Pacific | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
| As of September 30, 2025 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| (in thousands) | |||||||||||||||||
| North America | $ | $ | ( | $ | |||||||||||||
| Europe | ( | ||||||||||||||||
| Asia/Pacific | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
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| As of December 31, 2025 | |||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| (in thousands) | |||||||||||||||||
| North America | $ | $ | ( | $ | |||||||||||||
| Europe | ( | ||||||||||||||||
| Asia/Pacific | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
Intangible assets consist of definite-lived and indefinite-lived assets. Definite-lived intangible assets include customer relationships, patents, unpatented technology, and non-compete agreements. Amortization of definite-lived intangible assets was $6.7 million and $7.1 million for the three months ended September 30, 2026 and 2025, respectively, and was $20.5 million and $19.9 million for the nine months ended September 30, 2026 and 2025, respectively. The weighted-average amortization period for all amortizable intangibles on a combined basis is 5.7 years.
Indefinite-lived intangible assets are primarily trade names, which totaled $112.5 million, $115.3 million, and $115.4 million as of September 30, 2026 and 2025 and December 31, 2025, respectively.
At September 30, 2026, the estimated future amortization of definite-lived intangible assets was as follows:
| (in thousands) | |||||
| Remaining three months of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| $ | |||||
The changes in the carrying amount of goodwill and intangible assets for the nine months ended September 30, 2026, were as follows:
| (in thousands) | Goodwill | Intangible Assets | |||||||||
| Balance at December 31, 2025 | $ | $ | |||||||||
| Amortization | — | ( | |||||||||
| Foreign exchange and other | ( | ( | |||||||||
| Balance at September 30, 2026 | $ | $ | |||||||||
10. Leases
The Company has operating leases for certain facilities, equipment and automobiles. The existing operating leases expire at various dates through 2039, some of which include options to extend the leases for up to five years . The Company measured the lease liability at the present value of the lease payments to be made over the lease term. The lease payments are discounted using the Company's incremental borrowing rate. The Company measured the ROU assets at the amount at which the lease liability is recognized plus initial direct costs incurred or prepayment amounts. The ROU assets are amortized on a straight-line basis over the lease term.
The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of September 30, 2026 and 2025 and December 31, 2025, Condensed Consolidated Statements of Earnings and Comprehensive Income, and Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2026 and 2025:
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| Condensed Consolidated Balance Sheets Line Item | September 30, | December 31, | ||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2025 | |||||||||||||||||||||||
| Operating leases | ||||||||||||||||||||||||||
| Assets | Operating lease right-of-use assets | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Current | Accrued expenses and other current liabilities | $ | $ | $ | ||||||||||||||||||||||
| Noncurrent | Operating lease liabilities | |||||||||||||||||||||||||
| Total operating lease liabilities | $ | $ | $ | |||||||||||||||||||||||
The components of lease expense were as follows:
| Condensed Consolidated Statements of Earnings and Comprehensive Income Line Item | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Lease cost | General administrative expenses and cost of sales | $ | $ | $ | $ | ||||||||||||||||||||||||
Other Information
Supplemental cash flow information related to leases is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||||||||
| Operating cash flows for operating leases | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating right-of-use assets obtained in exchange for new lease liabilities | ||||||||||||||||||||||||||
The following is a schedule, by years, of maturities of operating lease liabilities as of September 30, 2026:
| (in thousands) | Operating Leases | ||||
| Remaining three months of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less: Present value discount | ( | ||||
| Total lease liabilities | $ | ||||
The following table summarizes the Company's lease terms and discount rates as of September 30, 2026 and 2025:
| 2026 | 2025 | ||||||||||
| Weighted-average remaining lease terms (in years) | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
11. Debt
On December 16, 2025, the Company entered into the Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), which amended and restated in its entirety the Amended and Restated Credit Agreement, dated as of March 30, 2022. The Second Amended and Restated Credit Agreement provides for a 5-year revolving credit facility of $600 million (the “revolving credit facility”), which includes a letter of credit sub-facility of up to $50 million, and for a 5-year term loan facility of $300 million (the “term loan facility”). As of September 30, 2026, the Company had $308.0 million, excluding deferred financing costs, outstanding under its Second Amended and Restated Credit Agreement. The
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Company had outstanding balances of $371.3 million, excluding deferred financing costs, under the Amended and Restated Credit Agreement as of September 30, 2025. The Company had $374.2 million, excluding deferred financing costs, outstanding under the Second Amended and Restated Credit Agreement, which is the estimated fair value as of December 31, 2025. For further information on the estimated fair value of debt see Note 1. Basis of Presentation.
The following is a schedule, by years, of maturities for the remaining term loan facility as of September 30, 2026:
| (in thousands) | Five-Year Term Loan | ||||
| Remaining three months of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Total loan outstanding | $ | ||||
During the three and nine months ended September 30, 2026, the Company made principal payments of $25.0 million and $55.0 million on the Company's outstanding revolving credit facility. The maturity of the remaining revolving credit facility of $19.2 million is December 16, 2030.
The Company was in compliance with its financial covenants under the Second Amended and Restated Credit Agreement as of September 30, 2026.
A certain number of the Company's domestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders that is in addition to the Second Amended and Restated Credit Agreement. As of September 30, 2026, all of the Company's credit facilities provide a total of $590.0 million in available borrowing capacity and an irrevocable standby letter of credit in support of various insurance deductibles.
12. Commitments and Contingencies
Environmental
The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs when information becomes available that indicates that it is probable that the Company is liable for any related claims and assessments and the amount of the liability is reasonably estimable. The Company does not believe that any such matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.
Litigation and Potential Claims
From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. Corrosion, hydrogen embrittlement, cracking, material hardness, wood pressure-treating chemicals, misinstallations, misuse, design and assembly flaws, manufacturing defects, labeling defects, product formula defects, inaccurate chemical mixes, adulteration, environmental conditions, or other factors can contribute to failure of fasteners, connectors, anchors, adhesives, specialty chemicals, such as fiber reinforced polymers, and tool products. In addition, inaccuracies may occur in product information, descriptions and instructions found in catalogs, packaging, data sheets, and the Company’s website.
The resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.
13. Segment Information
The Company is organized into three reporting segments defined by the regions where the Company’s products are manufactured, marketed and distributed to the Company's customers. The financial information of these segments is available and utilized by the Chief Executive Officer, the Company’s CODM, to assess the segments’ performance. The primary measurement used to measure the financial performance of the segments is income from operations to decide whether to
23
reinvest the profits, make acquisitions, pay down debt or borrow, or to return capital to shareholders via dividends and share repurchases.
The three regional segments are the North America segment (comprised primarily of the Company’s operations in the U.S. and Canada), the Europe segment, and the Asia/Pacific segment (comprised of the Company’s operations in Asia, the South Pacific, and the Middle East). These segments are similar in several ways, including the types of materials used, the production processes, the distribution channels and the product applications.
The following table presents financial information of each segment that is used by the CODM to assess the performance of segments for three and nine months ended September 30, 2026 and 2025:
| (in thousands) | North America | Europe | Asia/ Pacific | Total Reportable Segments | ||||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Wood Products | ||||||||||||||||||||||||||
| Concrete Products | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Research and development, and other engineering expenses | ||||||||||||||||||||||||||
| Selling expenses | ||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||
| Acquisition and integration related costs | ||||||||||||||||||||||||||
| Net gain (loss) on disposal of assets | ( | ( | ||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | ||||||||||||||||||||||
| Reconciliation to the consolidated income before taxes | ||||||||||||||||||||||||||
| Administrative and unallocated other ** | ( | |||||||||||||||||||||||||
| Consolidated income from operations | $ | |||||||||||||||||||||||||
| Interest income, net and other finance costs | ||||||||||||||||||||||||||
| Other & foreign exchange gain, net | ||||||||||||||||||||||||||
| Consolidated Income before taxes | $ | |||||||||||||||||||||||||
| (in thousands) | North America | Europe | Asia/ Pacific | Total Reportable Segments | Administrative & Unallocated Other ** | Total | ||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Sales to other segments * | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Significant stock-based compensation charges | ||||||||||||||||||||||||||||||||||||||
| Business Acquisition; capital expenditures; asset acquisitions, net of cash acquired; and equity investments | ( | |||||||||||||||||||||||||||||||||||||
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| (in thousands) | North America | Europe | Asia/ Pacific | Total Reportable Segments | ||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Wood Products | ||||||||||||||||||||||||||
| Concrete Products | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Research and development, and other engineering expenses | ||||||||||||||||||||||||||
| Selling expenses | ||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||
| Acquisition and integration related costs | ||||||||||||||||||||||||||
| Net (loss) gain on disposal of assets | ( | ( | ||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | ||||||||||||||||||||||
| Reconciliation to the consolidated income before taxes | ||||||||||||||||||||||||||
| Administrative and unallocated other ** | ( | |||||||||||||||||||||||||
| Consolidated income from operations | $ | |||||||||||||||||||||||||
| Interest income, net and other finance costs | ||||||||||||||||||||||||||
| Other & foreign exchange gain, net | ||||||||||||||||||||||||||
| Consolidated Income before taxes | $ | |||||||||||||||||||||||||
| (in thousands) | North America | Europe | Asia/ Pacific | Total Reportable Segments | Administrative & Unallocated Other ** | Total | ||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Sales to other segments * | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Significant stock-based compensation charges | ||||||||||||||||||||||||||||||||||||||
| Business Acquisition; capital expenditures; asset acquisitions, net of cash acquired; and equity investments | ( | |||||||||||||||||||||||||||||||||||||
25
| (in thousands) | North America | Europe | Asia/ Pacific | Total Reportable Segments | ||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Wood Products | ||||||||||||||||||||||||||
| Concrete Products | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Research and development, and other engineering expenses | ||||||||||||||||||||||||||
| Selling expenses | ||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||
| Acquisition and integration related costs | ||||||||||||||||||||||||||
| Net (loss) gain on disposal of assets | ( | ( | ||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | ||||||||||||||||||||||
| Reconciliation to the consolidated income before taxes | ||||||||||||||||||||||||||
| Administrative and unallocated other ** | ( | |||||||||||||||||||||||||
| Consolidated income from operations | $ | |||||||||||||||||||||||||
| Interest income, net and other finance costs | ||||||||||||||||||||||||||
| Other & foreign exchange loss, net | ( | |||||||||||||||||||||||||
| Consolidated Income before taxes | $ | |||||||||||||||||||||||||
| (in thousands) | North America | Europe | Asia/ Pacific | Total Reportable Segments | Administrative & Unallocated Other ** | Total | ||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||||||||||||||
| Sales to other segments * | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Significant stock-based compensation charges | ||||||||||||||||||||||||||||||||||||||
| Business Acquisition; capital expenditures; asset acquisitions, net of cash acquired; and equity investments | ||||||||||||||||||||||||||||||||||||||
| Total assets | ( | |||||||||||||||||||||||||||||||||||||
26
| (in thousands) | North America | Europe | Asia/ Pacific | Total Reportable Segments | ||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Wood Products | ||||||||||||||||||||||||||
| Concrete Products | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Research and development, and other engineering expenses | ||||||||||||||||||||||||||
| Selling expenses | ||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||
| Acquisition and integration related costs | ||||||||||||||||||||||||||
| Net (loss) gain on disposal of assets | ( | ( | ||||||||||||||||||||||||
| Income from operations | $ | $ | $ | $ | ||||||||||||||||||||||
| Reconciliation to the consolidated income before taxes | ||||||||||||||||||||||||||
| Administrative and unallocated other ** | ( | |||||||||||||||||||||||||
| Consolidated income from operations | $ | |||||||||||||||||||||||||
| Interest income, net and other finance costs | ||||||||||||||||||||||||||
| Other & foreign exchange gain, net | ||||||||||||||||||||||||||
| Consolidated income before taxes | $ | |||||||||||||||||||||||||
| (in thousands) | North America | Europe | Asia/ Pacific | Total Reportable Segments | Administrative & Unallocated Other ** | Total | ||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||
| Sales to other segments * | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Significant stock-based compensation charges | ||||||||||||||||||||||||||||||||||||||
| Business Acquisition; capital expenditures; asset acquisitions, net of cash acquired; and equity investments | ||||||||||||||||||||||||||||||||||||||
| Total assets | ||||||||||||||||||||||||||||||||||||||
* Sales to other segments are eliminated upon consolidation.
Cash collected by the Company’s U.S. subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore is in the total assets of “Administrative and unallocated other.” Cash and cash equivalent balances in the “Administrative and unallocated other” column were $331.7 million and $168.0 million as of September 30, 2026 and 2025, respectively. As of September 30, 2026, the Company had $156.0 million or 31.8 % of its cash and cash equivalents held outside the U.S. in accounts belonging to the Company’s various foreign operating entities. The majority of this balance is held in foreign currencies and could be subject to additional taxation if repatriated to the U.S.
The Company’s wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls and are used for connecting and strengthening wood-based construction primarily in the residential and commercial construction market. Its concrete construction products include adhesives, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. The following table illustrates the distribution of the Company’s net sales by product group as additional information for the three and nine months ended September 30, 2026 and 2025:
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Wood construction products | $ | $ | $ | $ | |||||||||||||||||||
| Concrete construction products | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
14. Subsequent Events
Dividend Declaration
On October 22, 2026, the Board declared a quarterly cash dividend of $0.30 per share of the Company's common stock, payable on January 28, 2027 to stockholders of record on January 7, 2027, and estimated to be $12.1 million in total.
Share Repurchase Authorizations
On October 22, 2026, the Board approved a new stock repurchase authorization of $1.0 billion, with no expiration date, superseding the prior $200.0 million authorization.
28
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Each of the terms the “Company,” “we,” “our,” “us” and similar terms used herein refer collectively to Simpson Manufacturing Co., Inc., a Delaware corporation, and its wholly-owned subsidiaries, including Simpson Strong-Tie Company Inc., unless otherwise stated. The Company regularly uses its website to post information regarding its business and governance. The Company encourages investors to use http://www.simpsonmfg.com as a source of information about the Company. The information on our website is not incorporated by reference into this report or other material we file with or furnish to the Securities and Exchange Commission (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. 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. We do not intend our use or display of other companies' trade names or trademarks to imply endorsement or sponsorship of us by such companies, or any relationship with any of these companies.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “target,” “continue,” “predict,” “project,” “change,” “result,” “future,” “will,” “could,” “can,” “may,” “likely,” “potentially,” or similar expressions. Forward-looking statements are all statements other than those of historical fact and include, but are not limited to, statements about future financial and operating results, our plans, objectives, business outlook, priorities, expectations and intentions, expectations for sales and market growth, comparable sales, earnings and performance, stockholder value, effective tax rates, capital expenditures, cash flows, the housing market, the home improvement industry, demand for services, share repurchases, our strategic initiatives, including the impact of these initiatives on our strategic and operational plans and financial results, and any statement of an assumption underlying any of the foregoing.
Forward-looking statements are subject to inherent uncertainties, risks and other factors that are difficult to predict and could cause our actual results to vary in material respects from what we have expressed or implied by these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those expressed in or implied by our forward-looking statements include the cyclicality and impact of general economic conditions; the effect of tariffs and international trade policies on our business operations; the effects of inflation and labor and supply shortages on our operations and the operations of our customers, suppliers and business partners; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; the impact of foreign currency fluctuations; our ability to repurchase shares of our common stock and the amounts and timing of repurchases, if any; and those factors discussed under Item 1A. Risk Factors and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q and other reports we file with the SEC.
We caution that you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that advise of the risks and factors that may affect our business, results of operations, and financial condition.
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. Within the North America segment, our sales efforts are dedicated to serving customers across the following end-use markets:
•Residential;
29
•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.
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, along with our ongoing commitment to testing, research and innovation. 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.
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;
•Driving above market growth compared to our relevant end markets including outperforming United States housing starts;
•Maintain an operating income margin at or above 20%; and
•Deliver earnings per share growth ahead of net revenue growth.
Since announced in 2021, we have made great progress on our key growth initiatives. 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 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. Our new Gallatin, Tennessee facility enables us to onshore additional fastener and anchor production, and the operation will in-source key manufacturing processes such as heat treating and coating of fasteners. Additional warehouse capabilities will also enhance next day delivery for our North American customers. We recently announced a greenfield development to replace our leased equipment fabrication and assembly facility in Fulton, Missouri, as well as plans to expand our facility in McKinney, Texas — supporting both maintenance needs and growth objectives to drive efficiencies and advance our key initiatives.
•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 continue to make significant gains in both fasteners and anchors as well as realizing high single digit growth in the component manufacturing and OEM market. 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 year 2026 and beyond. These actions reflect our Founder, Barclay Simpson’s, nine principles of doing business, particularly our relentless focus and commitment to customers and users.
Tariff and trade policy actions have impacted our results of operations and are expected to continue to do so. We also experienced increased foreign currency exchange rate volatility, which we attribute, in part, to the rapidly changing global trade environment.
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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, in response to tariffs. As a result, North America net sales increased in recent quarters even as demand did not increase. However, increased selling prices were offset by higher non-material costs including labor, energy, transportation, and building and equipment depreciation (from recent footprint investments, as noted above) incurred over the three years and potentially by future costs increases. In addition, the price increases do not offset tariffs announced after December 31, 2025. We also increased prices in Europe effective the second half of 2025 and during the first quarter of 2026 with mixed results. We believe Europe net sales could increase in future quarters even if demand does not increase.
Raw material costs, particularly steel costs, have increased and are expected to continue to pressure gross margins. Steel prices have increased by more than 50% compared to the prior-year period and are at their highest level in more than four years, with additional steel tariffs scheduled for 2027. We expect to take additional pricing actions effective in January 2027 in response to higher steel and other input costs. However, there may be a timing difference between the recognition of higher input costs and the realization of benefits from pricing actions, which could adversely affect gross margin in the near term.
Due to a declining housing starts market, we undertook proactive strategic cost savings initiatives during fiscal year 2025 to align our operations with evolving market demand to position the Company for long-term success. These actions included workforce reduction and portfolio management. As a result, we expect these initiatives will generate at least $30.0 million in annualized cost savings with approximately $20.0 million in reduced operating expense.
Non-GAAP Financial Measures
In addition to financial information prepared in accordance with GAAP, we use Adjusted EBITDA, a non-GAAP financial measure in evaluating our ongoing operating performance on a consistent basis from period to period. We define Adjusted EBITDA as net income (loss), adjusted to exclude provision for income taxes, depreciation and amortization, acquisition integration and restructuring costs, non-qualified deferred compensation adjustments, lease termination costs, severance costs related to cost saving initiatives, net loss or gain on disposal of assets, interest income or expense and other financing costs, and foreign exchange and other expense (income). 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.
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. A sustained reduction in U.S. housing starts or residential construction activity could result in lower demand for our products, which would adversely affect our sales and operating profit.
Costs for our raw materials, and particularly steel and certain wood products, have experienced significant price increases during 2026. Changes in raw material cost could impact the amount of inventory on-hand, and negatively affect our gross profit and operating margins depending on the timing of raw material purchases or how much sales prices can be increased to offset any increases in raw material costs.
Unlike lumber or other products that have a more direct correlation to U.S. housing starts, our products are used to a greater extent in areas that are subject to natural forces, such as seismic or wind events. Our products are generally used in a sequential progression that follows the construction process. 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.
While we are largely domestically sourced, we continue to monitor macroeconomic trends such as the impact of interest rates, disruptions to trade or transportation routes from conflicts in the Middle East, cyberattacks, changing foreign exchange rates, inflation, and the effects of tariffs and trade policies in markets where we and our supplier operate. Additionally, economic pressures on our customers, including the potential of higher inflation, fluctuations in foreign currencies and consumer confidence, driven by economic concerns or price increases as a result of these events, such as those we previously announced, could reduce demand for our products and services negatively affecting our net sales and profitability in the future.
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Trade policy actions taken by the U.S. government during 2025 and 2026, together with potential modifications to existing tariffs and the imposition of additional tariffs, export controls or other trade measures by the United States or other countries, have contributed to economic uncertainty. The extent and duration of tariffs and the resulting impact on macroeconomic conditions and on our business are uncertain and may depend on various factors beyond our control. Tariffs currently in effect primarily affect our North America segment, because we procure fasteners and a small number of other products from countries subject to these tariffs. We continue to monitor the potential for new or increased U.S. tariffs and retaliatory measures by other countries that may adversely affect the global economy and our business.
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. 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. Due to efforts in diversifying our geographic footprint, product offerings, and changing our path to market in the U.S., sales from our product lines, customer base, and customer purchases are becoming less seasonal. 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.
Business Segment Information
North America Segment
Historically, our North America segment has generated more revenues from wood construction products compared to concrete construction products. North America net sales increased 6.4% to $1,486.2 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 due to price increases, and higher sales volumes. Our wood construction product net sales increased 5.4% for the nine months ended September 30, 2026 compared to September 30, 2025. Our concrete construction product net sales increased 12.5% over the same periods.
Gross profit increased 5.4% to $726.0 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Gross margin decreased from 49.3% to 48.9%, reflecting primarily the impact from tariffs and higher labor and factory and overhead costs, as a percentage of net sales, partially offset by cost savings initiatives.
Operating income increased 12.8% to $413.3 million. The increase was primarily due to the increases in net sales as well as lower operating expense including lower personnel costs, travel and entertainment costs and professional fees. During 2026, the ramp-up of our Gallatin facility resulted in startup inefficiencies associated primarily with the insourcing of heat-treating and coating processes. These inefficiencies decreased during the second and third quarters as production levels improved. We continue to increase production volumes and expect the facility to support increased vertical integration, service levels and manufacturing flexibility over time.
We recently announced plans for a greenfield development to replace our leased equipment fabrication and assembly facility in Fulton, Missouri, as well as plans to expand our facility in McKinney, Texas. 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, while improving production efficiencies and safety in the workplace, as well as reducing our reliance on certain outsourced finished goods and component products.
Europe Segment
For our Europe segment, the net sales increased 3.3% to $394.4 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, due to the positive effect of approximately $16.2 million in foreign currency translation and recent sales prices increases, partly offset by lower sales volumes Wood construction product net sales increased 4.1% for the nine months ended September 30, 2026 compared to September 30, 2025 and concrete construction product net sales, which are mostly project based, increased 0.3% over the same periods.
Gross profit increased $6.3 million and gross margins increased to 36.9% from 36.5% primarily driven by lower material costs, partly offset by higher factory and tooling costs, as a percentage of net sales.
Operating income increased $1.0 million and operating margin remained relatively flat at 10.7%. Operating expenses were negatively affected by approximately $4.4 million in foreign currency translation. In local currency, operating expenses increased by less than 1%.
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Our current outlook for European performance reflects a market that we expect to be flat to slightly declining in 2026, including continued weakness in certain markets, particularly France, partially offset by recent pricing actions and cost-saving initiatives, including ongoing footprint optimization efforts. We believe in Europe's long-term potential given on-going housing shortage (with an increasing use of wood construction) and new environmental regulations for which we have products and solutions.
Asia/Pacific Segment
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.
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 20.0% to 20.5%. The operating margin range includes an approximately $11.0 million gain on the sale of vacant land in the fourth quarter of 2026.
•The effective tax rate is estimated to be in the range of 25.0% to 26.0%, 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 in the range of $80.0 million to $90.0 million.
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Results of Operations for the Three Months Ended September 30, 2026, Compared with the Three Months Ended September 30, 2025
Unless otherwise stated, the below results, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the three months ended September 30, 2026, against the results of operations for the three months ended September 30, 2025. Unless otherwise stated, the results announced below, when referencing “both quarters,” refer to the three months ended September 30, 2025 and the three months ended September 30, 2026. Additionally, for the year ended December 31, 2025, the Company reclassified certain quality assurance costs from general and administrative expense to cost of sales. The financial results for the three months ended September 30, 2025 have been recast for comparison purposes and to conform to the current period classification, with $1.6 million of costs being reclassified from general and administrative expense to cost of sales. The reclassification did not have any impact on the total income from operations.
Third Quarter 2026 Consolidated Financial Highlights
The following table shows the change in the Company's results of operations from the three months ended September 30, 2025 to the three months ended September 30, 2026, and the increases or decreases for each category by segment:
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||||||||||||||
| Increase (Decrease) in Operating Segment | |||||||||||||||||||||||||||||||||||
| (in thousands) | September 30, 2025 | North America | Europe | Asia/ Pacific | Administrative & Unallocated Other | September 30, 2026 | |||||||||||||||||||||||||||||
| Net sales | $ | 623,513 | $ | 18,345 | $ | (4,544) | $ | 816 | $ | — | $ | 638,130 | |||||||||||||||||||||||
| Cost of sales | 335,842 | 10,786 | (465) | 802 | (418) | 346,547 | |||||||||||||||||||||||||||||
| Gross profit | 287,671 | 7,559 | (4,079) | 14 | 418 | 291,583 | |||||||||||||||||||||||||||||
| Research and development and other engineering expense | 20,793 | (1,823) | 89 | (152) | — | 18,907 | |||||||||||||||||||||||||||||
| Selling expense | 56,123 | (1,475) | 146 | 134 | — | 54,928 | |||||||||||||||||||||||||||||
| General and administrative expense | 83,784 | (3,545) | (2,972) | 41 | (645) | 76,663 | |||||||||||||||||||||||||||||
| Total operating expenses | 160,700 | (6,843) | (2,737) | 23 | (645) | 150,498 | |||||||||||||||||||||||||||||
| Acquisition and integration related costs | 309 | (59) | (26) | — | (83) | 141 | |||||||||||||||||||||||||||||
| Net gain on disposal of assets | (14,081) | 2,614 | (511) | 137 | 11,776 | (65) | |||||||||||||||||||||||||||||
| Income from operations | 140,743 | 11,847 | (805) | (146) | (10,630) | 141,009 | |||||||||||||||||||||||||||||
| Interest income, net and other | 2,317 | 97 | 426 | (7) | 1,832 | 4,665 | |||||||||||||||||||||||||||||
| Other & foreign exchange gain (loss), net | 777 | 313 | 646 | 551 | (1,608) | 679 | |||||||||||||||||||||||||||||
| Income before income taxes | 143,837 | 12,257 | 267 | 398 | (10,406) | 146,353 | |||||||||||||||||||||||||||||
| Provision for income taxes | 36,393 | 2,515 | 367 | 135 | (2,181) | 37,229 | |||||||||||||||||||||||||||||
| Net income | $ | 107,444 | $ | 9,742 | $ | (100) | $ | 263 | $ | (8,225) | $ | 109,124 | |||||||||||||||||||||||
Net sales increased 2.3% to $638.1 million from $623.5 million. Wood construction product sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 83.7% and 84.1% of the Company's total sales in the third quarters of 2026 and 2025, respectively. Concrete construction product sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 16.1% and 15.7% of the Company's total sales in the third quarters of 2026 and 2025, respectively.
Gross profit increased 1.4% to $291.6 million from $287.7 million primarily due to higher net sales while gross margins decreased to 45.7% from 46.1%. From a product perspective, gross margin decreased to 44.9% from 46.2% for wood construction products and increased to 49.7% from 48.0% for concrete construction products.
Research and development and engineering expense decreased 9.1% to $18.9 million from $20.8 million, primarily due to decreases of $0.7 million in personnel costs, $0.6 million in leasing expenses, $0.6 million in patent expenses, and $0.3 million in depreciation and amortization costs, which is partially offset by increases of $0.4 million in professional services and legal fees.
General and administrative expense decreased 8.5% to $76.7 million from $83.8 million, primarily due to decreases of $4.0 million in professional services and legal costs, $1.6 million in bad debt, $1.6 million in personnel costs, $1.0 million in
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donation expenses, and $0.4 million in miscellaneous expenses, which is offset by increases of $0.7 million in patent expenses,$0.4 million in leasing expenses, and $0.4 million in software related costs, net of amount capitalized.
Income from operations increased 0.2% to $141.0 million from $140.7 million mostly due to higher gross profits on increased sales, lower operating expenses, and partly offset by lower net gain on disposal of assets.
Our effective income tax rate increased to 25.4% from 25.3%.
Consolidated net income was $109.1 million compared to $107.4 million. Diluted earnings per share was $2.68 compared to $2.58.
Adjusted EBITDA 1 of $167.2 million increased 7.4% compared to $155.7 million, primarily due to higher gross profits.
Net sales
The following table shows net sales by segment for the three months ended September 30, 2026 and 2025, respectively:
| (in thousands) | North America | Europe | Asia/ Pacific | Total | |||||||||||||||||||
| Three months ended | |||||||||||||||||||||||
| September 30, 2025 | $ | 483,606 | $ | 134,431 | $ | 5,476 | $ | 623,513 | |||||||||||||||
| September 30, 2026 | 501,951 | 129,887 | 6,292 | 638,130 | |||||||||||||||||||
| Increase (decrease) | $ | 18,345 | $ | (4,544) | $ | 816 | $ | 14,617 | |||||||||||||||
| Percentage increase (decrease) | 3.8 | % | (3.4) | % | 14.9 | % | 2.3 | % | |||||||||||||||
The following table shows segment net sales as percentages of total net sales for the three months ended September 30, 2026 and 2025, respectively:
| North America | Europe | Asia/ Pacific | Total | ||||||||||||||||||||
| Percentage of total 2025 net sales | 77.6 | % | 21.6 | % | 0.8 | % | 100.0 | % | |||||||||||||||
| Percentage of total 2026 net sales | 78.7 | % | 20.4 | % | 0.9 | % | 100.0 | % | |||||||||||||||
Gross profit
The following table shows gross profit (loss) by segment for the three months ended September 30, 2026 and 2025, respectively:
| (in thousands) | North America | Europe | Asia/ Pacific | Administrative & Unallocated Other | Total | ||||||||||||||||||||||||
| Three months ended | |||||||||||||||||||||||||||||
| September 30, 2025 | $235,589 | $51,014 | $2,077 | $(1,009) | $287,671 | ||||||||||||||||||||||||
| September 30, 2026 | 243,148 | 46,935 | 2,091 | (591) | 291,583 | ||||||||||||||||||||||||
| Increase (decrease) | $7,559 | $(4,079) | $14 | $418 | $3,912 | ||||||||||||||||||||||||
| Percentage Increase | 3.2 | % | (8.0) | % | * | * | 1.4 | % | |||||||||||||||||||||
* The statistic is not meaningful or material.
The following table shows gross margin by segment for the three months ended September 30, 2026 and 2025, respectively:
1 Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to U.S. generally accepted accounting principles (“GAAP”) net income see the schedule titled “Reconciliation of Non-GAAP Financial Measures.”
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| North America | Europe | Asia/ Pacific | Administrative & Unallocated Other | Total | |||||||||||||||||||||||||
| 2025 gross margin percentage | 48.7 | % | 37.9 | % | 37.9 | % | * | 46.1 | % | ||||||||||||||||||||
| 2026 gross margin percentage | 48.4 | % | 36.1 | % | 33.2 | % | * | 45.7 | % | ||||||||||||||||||||
* The statistic is not meaningful or material.
North America Segment
•Net sales increased 3.8%, primarily due to price increases and higher unit sales volumes.
•Gross margin decreased to 48.4% from 48.7%, primarily due to higher material, labor and freight costs as a percentage of net sales.
•Research and development and engineering expense decreased 10.0%, primarily due to decreases of $0.8 million in personnel costs, $0.6 million in patent expenses, $0.5 million in leasing expenses, and $0.2 million in depreciation and amortization costs, which is partially offset by increases of $0.4 million in professional services and legal fees.
•General and administrative expense decreased 6.9%, primarily due to decreases of $1.1 million in professional services and legal expenses, $1.0 million in donation expenses, $0.9 million in personnel costs, $0.7 million in bad debt expenses,$0.3 million in variable compensations, $0.3 million in employee training expenses, and $0.3 million in severance expenses which is offset by increases of $0.7 million in patent expenses, and $0.5 million in software related costs, net of amount capitalized.
•Income from operations increased by $11.8 million, primarily due to the increases in net sales as well as lower operating expense including lower personnel costs, professional fees and bad debt reserve charges.
Europe Segment
•Net sales decreased 3.4% due to decreased unit sales volumes, partly offset by unit price increases. Net sales was negatively effected by approximately $1.6 million in foreign currency translation.
•Gross margin decreased to 36.1% from 37.9%, primarily driven by higher factory and tooling, labor, warehouse and freight costs as a percentage of net sales, partly offset by lower material costs.
•Income from operations decreased by $0.8 million to $15.3 million from $16.1 million, primarily due to lower sales and increased cost of goods sold as a percentage of net sales, partly offset by lower operating expenses including lower personnel costs and professional fees. Income from operations was negatively affected by approximately $0.3 million in foreign currency translation.
Asia/Pacific Segment
•For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the three months ended September 30, 2026 and 2025.
Administrative and Unallocated Other
•Loss from operations increased to $11.7 million from $1.1 million primarily due to a $12.9 million gain on disposal of assets from the sale of the existing Gallatin, Tennessee facility for the three months ended September 30, 2025.
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Results of Operations for the Nine Months Ended September 30, 2026, Compared with the Nine Months Ended September 30, 2025
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 nine months ended September 30, 2026, against the results of operations for the nine months ended September 30, 2025. Unless otherwise stated, the results announced below, when referencing “both periods,” refer to the nine months ended September 30, 2025 and the nine months ended September 30, 2026. In the first quarter of 2026, the Company reclassified certain software amortization costs related to the Company's component manufacturing efforts from general and administrative expense to cost of sales. Additionally, for the year ended December 31, 2025, the Company reclassified certain quality assurance costs from general and administrative expense to cost of sales. The financial results for the nine months ended September 30, 2025 have been recast for comparison purposes and to conform to the current period classification, with $4.6 million of costs being reclassified from general and administrative expense to cost of sales. The reclassification did not have any impact on the total income from operations.
Year-to-Date (nine-months) 2026 Consolidated Financial Highlights
The following table illustrates the differences in our operating results for the nine months ended September 30, 2026, from the nine months ended September 30, 2025, and the increases or decreases for each category by segment:
| Nine Months Ended | Increase (Decrease) in Operating Segment | Nine Months Ended | |||||||||||||||||||||||||||||||||
| (in thousands) | September 30, 2025 | North America | Europe | Asia/ Pacific | Administrative & Unallocated Other | September 30, 2026 | |||||||||||||||||||||||||||||
| Net sales | $ | 1,793,463 | $ | 89,173 | $ | 12,737 | $ | 1,797 | $ | — | $ | 1,897,170 | |||||||||||||||||||||||
| Cost of sales | 962,335 | 52,058 | 6,390 | 1,395 | (675) | 1,021,503 | |||||||||||||||||||||||||||||
| Gross profit | 831,128 | 37,115 | 6,347 | 402 | 675 | 875,667 | |||||||||||||||||||||||||||||
| Research and development and other engineering expense | 61,399 | (6,217) | 657 | (301) | — | 55,538 | |||||||||||||||||||||||||||||
| Selling expense | 166,730 | (7,115) | 2,142 | 482 | — | 162,239 | |||||||||||||||||||||||||||||
| General and administrative expense | 233,605 | 933 | 2,337 | 302 | 620 | 237,797 | |||||||||||||||||||||||||||||
| Total operating expenses | 461,734 | (12,399) | 5,136 | 483 | 620 | 455,574 | |||||||||||||||||||||||||||||
| Acquisition and integration related costs | 449 | (57) | 543 | — | (43) | 892 | |||||||||||||||||||||||||||||
| Net gain on disposal of assets | (14,361) | 2,765 | (335) | 147 | 6,229 | (5,555) | |||||||||||||||||||||||||||||
| Income from operations | 383,306 | 46,806 | 1,003 | (228) | (6,131) | 424,756 | |||||||||||||||||||||||||||||
| Interest income, net and other | 4,315 | (52) | 1,061 | (6) | 7,976 | 13,294 | |||||||||||||||||||||||||||||
| Other & foreign exchange gain (loss), net | 151 | (214) | (733) | (54) | (3,658) | (4,508) | |||||||||||||||||||||||||||||
| Income before income taxes | 387,772 | 46,540 | 1,331 | (288) | (1,813) | 433,542 | |||||||||||||||||||||||||||||
| Provision for income taxes | 98,903 | 10,380 | 344 | (22) | (445) | 109,160 | |||||||||||||||||||||||||||||
| Net income | $ | 288,869 | $ | 36,160 | $ | 987 | $ | (266) | $ | (1,368) | $ | 324,382 | |||||||||||||||||||||||
Net sales increased 5.8% to $1,897.2 million from $1,793.5 million. Wood construction product sales represented 84.3% and 84.8% of the Company's total sales in the first nine months of 2026 and 2025, respectively. Concrete construction product sales represented 15.4% and 15.0% of the Company's total sales in the first nine months of 2026 and 2025, respectively.
Gross profit increased 5.4% to $875.7 million from $831.1 million. Gross margins decreased to 46.2% from 46.3% due to higher material, labor and freight costs as a percentage of net sales. Gross margins for wood construction products were 46.1% and 46.5% for the nine months ended 2026 and 2025, respectively, and decreased to 46.3% from 47.3% for concrete construction products for the nine months ended 2026 and 2025, respectively.
Research and development and engineering expense decreased 9.5% to $55.5 million from $61.4 million, primarily due to decreases of $1.8 million in personnel costs, $1.6 million in patent expenses, $1.0 million in leasing expenses, $0.8 million in depreciation and amortization costs, $0.3 million in software related costs, net of amount capitalized, $0.2 million in professional services and legal fees, and $0.2 million in travel and fuel expenses.
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Selling expense decreased to $162.2 million from $166.7 million, primarily due to decreases of $2.7 million in personnel costs, $2.2 million in travel and fuel expenses, and $0.7 million in severance expenses, which is partially offset by increases of $1.1 million in professional services and legal expenses.
General and administrative expense increased to $237.8 million from $233.6 million, primarily due to increases of $5.4 million in variable compensation, $2.6 million in software related costs, net of amount capitalized, $2.1 million in depreciation and amortization expenses, $1.9 million in patent expenses, $1.3 million in leasing expenses, $1.0 million in severance costs, which is partially offset by decreases of $4.3 million in personnel costs, $2.8 million in professional services and legal expenses, $1.4 million in donation expenses, and $1.6 million in bad debt expenses.
Income from operations increased 10.8% to $424.8 million from $383.3 million primarily due to higher gross profits on increased sales.
Our effective income tax rate decreased to 25.2% from 25.5%.
Consolidated net income was $324.4 million compared to $288.9 million. Diluted earnings per share was $7.90 compared to $6.89.
Adjusted EBITDA2 of $502.7 million increased 14.8% compared to $437.8 million primarily due to higher gross profits.
Net sales
The following table represents net sales by segment for the nine-month periods ended September 30, 2025 and 2026:
| (in thousands) | North America | Europe | Asia/ Pacific | Total | |||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| September 30, 2025 | $ | 1,396,993 | $ | 381,688 | $ | 14,782 | $ | 1,793,463 | |||||||||||||||
| September 30, 2026 | 1,486,166 | 394,425 | 16,579 | 1,897,170 | |||||||||||||||||||
| Increase | $ | 89,173 | $ | 12,737 | $ | 1,797 | $ | 103,707 | |||||||||||||||
| Percentage increase | 6.4 | % | 3.3 | % | 12.2 | % | 5.8 | % | |||||||||||||||
The following table represents segment sales as percentages of total net sales for the nine-month periods ended September 30, 2025 and 2026, respectively:
| North America | Europe | Asia/ Pacific | Total | ||||||||||||||||||||
| Percentage of total 2025 net sales | 77.9 | % | 21.3 | % | 0.8 | % | 100.0 | % | |||||||||||||||
| Percentage of total 2026 net sales | 78.3 | % | 20.8 | % | 0.9 | % | 100.0 | % | |||||||||||||||
Gross profit
The following table represents gross profit (loss) by segment for the nine-month periods ended September 30, 2025 and 2026:
| (in thousands) | North America | Europe | Asia/ Pacific | Administrative & Unallocated Other | Total | ||||||||||||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||||||||
| September 30, 2025 | $ | 688,903 | $ | 139,311 | $ | 5,336 | $ | (2,422) | $ | 831,128 | |||||||||||||||||||
| September 30, 2026 | 726,018 | 145,658 | 5,738 | (1,747) | 875,667 | ||||||||||||||||||||||||
| Increase | $ | 37,115 | $ | 6,347 | $ | 402 | $ | 675 | $ | 44,539 | |||||||||||||||||||
| Percentage increase | 5.4 | % | 4.6 | % | * | * | 5.4 | % | |||||||||||||||||||||
* The statistic is not meaningful or material
2 Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to U.S. generally accepted accounting principles (“GAAP”) net income see the schedule titled “Reconciliation of Net Income to Adjusted EBITDA.”
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The following table represents gross margins by segment for the nine-month periods ended September 30, 2025 and 2026:
| North America | Europe | Asia/ Pacific | Administrative & Unallocated Other | Total | |||||||||||||||||||||||||
| 2025 gross margin percentage | 49.3 | % | 36.5 | % | 36.1 | % | * | 46.3 | % | ||||||||||||||||||||
| 2026 gross margin percentage | 48.9 | % | 36.9 | % | 34.6 | % | * | 46.2 | % | ||||||||||||||||||||
* The statistic is not meaningful or material.
North America Segment
•Net sales increased 6.4%, primarily due to price increases and higher sales volumes.
•Gross margin decreased from 49.3% to 48.9%, reflecting primarily the impact from tariffs and higher labor and factory and overhead costs, as a percentage of net sales, partially offset by cost savings initiatives.
•Research and development and engineering expense decreased 11.6%, primarily due to decreases of $2.0 million in personnel costs, $1.7 million in patent expenses, $0.7 million in depreciation and amortization costs, $0.6 million in leasing expenses, $0.6 million in professional services and legal fees, $0.3 million in travel and fuel expenses, and $0.2 million in software related costs, net of amount capitalized.
•Selling expense decreased 5.6%, primarily due to decreases of $2.3 million in travel and fuel expenses, $3.5 million in personnel costs, $1.0 million in variable compensation, $0.9 million in severance expenses, $0.3 million in leasing expenses, and $0.4 million in software related costs, net of amount capitalized, which is partially offset by increases of $0.5 million in advertising and trade shows expenses, and $0.9 million in professional services and legal expenses.
•General and administrative expense increased 0.6%, primarily due to increases of $1.8 million in patent expenses, $1.7 million in software related costs, net of amount capitalized, $1.5 million in depreciation and amortization expenses, $1.4 million in leasing expenses, and $0.9 million in accrued product remediation costs, which is partially offset by decreases of $3.8 million in personnel costs, $1.4 million in donation expenses, $0.7 million in employee training, and $0.6 million in bad debt expenses.
•Income from operations increased $46.8 million, due to higher gross profit and decreased operating expenses.
Europe Segment
•Net sales increased 3.3%, due to both increased unit sales volumes and price increases as well as the positive effect of approximately $16.2 million in foreign currency translation.
•Gross margin increased to 36.9% from 36.5%, primarily driven by higher pricing and lower material costs, factory and tooling costs, and labor costs as a percentage of net sales.
•Income from operations increased $1.0 million, primarily due to higher gross profits of $6.3 million on increased net sales, which is partially offset by the increase of $5.1 million in operating expenses. Operating expenses were negatively affected by approximately $4.4 million in foreign currency translation.
Asia/Pacific Segment
•For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the nine months ended September 30, 2026 and 2025.
Administrative and Unallocated Other
•Loss from operations increased to $31.3 million from $25.1 million primarily due to the absence of $6.2 million gain from sales of assets in the current period, and an increase of $0.6 million in general and administrative expenses.
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Effect of New Accounting Standards
See “Note 1 Basis of Presentation — Accounting Standard Adopted” and “Note 1 Basis of Presentation — Accounting Standards Not Yet Adopted” to the accompanying unaudited interim Condensed Consolidated Financial Statements.
Liquidity and Capital Resources
We have historically met our capital needs through a combination of cash flows from operating activities and, when necessary, borrowings under our credit facilities. Our principal uses of capital include the costs and expenses associated with our operations, including financing working capital requirements and continuing our capital allocation strategy, which includes supporting capital expenditures, paying cash dividends, repurchasing the Company's common stock, and financing other investment opportunities from time to time.
On December 16, 2025, the Company entered into the Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), which amended and restated in its entirety the Amended and Restated Credit Agreement, dated as of March 30, 2022. The Second Amended and Restated Credit Agreement provides for a 5-year revolving credit facility of $600 million (the “revolving credit facility”), which includes a letter of credit sub-facility of up to $50 million, and for a 5-year term loan facility of $300 million (the “term loan facility”). The Company has the ability to increase the principal amount of the Credit Facilities by an additional amount equal to the greater of $525 million and 100% of consolidated EBITDA for the most recently ended fiscal quarter, by obtaining additional commitments from existing lenders or new lenders and satisfying certain other customary conditions. As of September 30, 2026, the Company had borrowings of $19.2 million under the revolving credit facility and $288.8 million under the term loan facility, and has $580.8 million available to borrow under the revolving credit facility.
As of September 30, 2026, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions, including $156.0 million that is held in the local currencies of our foreign operations and could be subject to additional taxation if repatriated to the U.S. The Company is maintaining a permanent reinvestment assertion on its foreign earnings relative to remaining cash held outside the United States.
We believe the Company's balances of cash and cash equivalents, cash flows from operating activities, and access to borrowings under our credit facilities are sufficient to satisfy its liquidity requirements and capital needs over the next 12 months and beyond.
The following table shows selected financial information as of September 30, 2026, December 31, 2025 and September 30, 2025, respectively:
| As of September 30, | As of December 31, | As of September 30, | ||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2025 | |||||||||||||||||
| Cash and cash equivalents | $ | 491,251 | $ | 384,138 | $ | 297,304 | ||||||||||||||
| Property, plant and equipment, net | 609,959 | 627,854 | 613,896 | |||||||||||||||||
| Equity & other investments, goodwill and intangible assets | 918,446 | 956,665 | 972,937 | |||||||||||||||||
| Non-cash net working capital | 543,958 | 586,570 | 648,767 | |||||||||||||||||
The following table presents the significant categories of cash flows used or provided during the nine-month periods ended September 30, 2026 and 2025, respectively:
| Nine Months Ended September 30, | ||||||||||||||
| (in thousands) | 2026 | 2025 | ||||||||||||
| Net cash provided by (used in): | ||||||||||||||
| Operating activities | $ | 421,518 | $ | 302,972 | ||||||||||
| Investing activities | (39,451) | (106,529) | ||||||||||||
| Financing activities | (270,226) | (143,141) | ||||||||||||
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Cash flow from operating activities result primarily from our earnings before non-cash items such as depreciation, amortization, and stock-based compensation, and are also affected by changes in operating assets and liabilities which consist primarily of working capital balances. Our revenues are derived from manufacturing and sales of building construction materials. Our operating cash flows are impacted by prevailing macro-economic conditions and subject to seasonality, which is cyclically associated with the volume and timing of construction project starts. For example, as a result of seasonality our trade accounts receivable are generally lowest at the end of the fourth quarter and increase during the first, second, and third quarters as construction activity ramps in markets we serve.
During the nine months ended September 30, 2026, operating activities provided $421.5 million in cash, as a result of $324.4 million from net income plus $110.6 million of non-cash expenses such as depreciation and amortization, stock-based compensation, and leases. This amount was partly offset by $13.5 million used for the net change in operating assets and liabilities. The net change in operating assets and liabilities included an increase of $109.8 million in trade accounts receivable which was partly offset by a decrease of $68.2 million in inventory and an increase of $21.2 million in trade accounts payable.
Cash flow used in investing activities of $39.5 million during the nine months ended September 30, 2026 consisted primarily of $44.7 million used for machinery and equipment purchases. Due to updated forecasts on the timing of the spend and subject to future events and circumstances, capital expenditures are estimated to be in the range of $80.0 million to $90.0 million. Capital expenditures will be primarily focused on purchases of new equipment to support increased productivity and efficiencies, enhancements to our existing facilities to expand our manufacturing footprint in-line with increasing customer needs.
Cash flow used in financing activities of $270.2 million during the nine months ended September 30, 2026 consisted primarily of $165.0 million in stock repurchases, $66.3 million in loan principal payments, and $36.2 million used to pay dividends to our stockholders.
On October 22, 2026, the Board approved a new stock repurchase authorization of $1.0 billion, with no expiration date, superseding the prior $200.0 million authorization. The new authorization provides the Company with additional flexibility to repurchase shares opportunistically over time while maintaining the ability to deploy capital toward strategic investments and acquisition opportunities. The Board also declared a quarterly cash dividend of $0.30 per share, estimated to be $12.1 million in aggregate. The dividend will be payable on January 28, 2027, to the Company's stockholders of record on January 7, 2027.
During the nine months ended September 30, 2026, the Company repurchased approximately 0.9 million shares of the Company’s common stock in the open market at an average price of $187.28 per share, for a total of $165.0 million under the previously announced $200.0 million repurchase authorization. As of September 30, 2026, the Company accrued approximately $1.5 million for the excise tax, which is included as a cost of treasury stock; however, this is not reflected in the share repurchase amounts above.
Since the beginning of 2023 through the period ended September 30, 2026, we have returned $610.5 million to stockholders, which represents 52.2% of our free cash flow from operations during the same period, and over the same period the Company has repurchased 2.5 million shares of the Company's common stock, which represents approximately 5.8% of the outstanding shares of the Company's common stock at the start of 2022.
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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net Income | $ | 109,124 | $ | 107,444 | $ | 324,382 | $ | 288,869 | |||||||||||||||
| Provision for income taxes | 37,229 | 36,393 | 109,160 | 98,903 | |||||||||||||||||||
| Interest (income) expense, net and other financing costs | (4,665) | (2,317) | (13,294) | (4,315) | |||||||||||||||||||
| Depreciation and amortization | 26,042 | 22,999 | 76,990 | 63,516 | |||||||||||||||||||
| Other* | (491) | (8,807) | 5,445 | (9,194) | |||||||||||||||||||
| Adjusted EBITDA | $ | 167,239 | $ | 155,712 | $ | 502,683 | $ | 437,779 | |||||||||||||||
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*Other: Includes acquisition integration and restructuring related expenses, non-qualified deferred compensation plan adjustments, other & foreign exchange loss net, and net loss or gain on disposal of assets.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2026.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We have operations both within the United States and internationally, and are exposed to market risks in the ordinary course of our business.
Foreign Exchange Risk
We have foreign exchange rate risk in our international operations, and through purchases from foreign vendors. Changes in the values of currencies of foreign countries affect our financial position, income statement and cash flows when translated into U.S. Dollars. We estimate that if the exchange rate were to change by 10% in any one country where we have our operations, the change in net income would not be material to our operations taken as a whole.
We may manage our exposure to transactional risk by entering into foreign currency forward contracts and cross currency swaps for forecasted transactions and projected cash flows for foreign currencies in future periods. Since 2021, we have entered into financial contracts at various times to hedge the risk of fluctuations associated with the Euro and the Chinese Yuan.
Interest Rate Risk
Our primary exposure to interest rate risk results from outstanding borrowings under the Credit Agreement, which bears interest at variable rates. As of September 30, 2026, the outstanding debt under the Credit Agreement subject to interest rate fluctuations was $308.0 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. 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 the balances outstanding under our Credit Agreement to fixed interest rates. The objective of the interest rate swap agreement is to eliminate the variability of the interest payment cash flows associated with the variable interest rate outstanding under the borrowings. We designated the interest rate swaps as cash flow hedges. Refer to Note 7, “Derivatives and Hedging Instruments,” for further information on our interest rate swap contracts in effect as of September 30, 2026.
Commodity Price Risk
In the normal course of business, we are exposed to market risk related to our purchases of steel, a significant raw material upon which our manufacturing depends. Steel costs were relatively stable into early 2025 but began to rise in late 2025 and continued increasing during the third quarter of 2026, with additional steel tariffs scheduled for 2027. 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. While historically we have successfully mitigated these increased costs through the implementation of price increases, in the future we may not be able to successfully mitigate these costs, which could cause our operating margins to decline.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures. As of September 30, 2026, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the chief executive officer (the “CEO”) and the chief financial officer (the “CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15-d-15(e) under the Exchange Act of 1934. Based on this evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures are controls and other procedures designed reasonably to assure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and
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procedures are also designed reasonably to assure that this information is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate to allow timely decisions regarding required disclosure.
The Company’s management, including the CEO and the CFO, does not, however, expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent all fraud and material errors. Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the facts that there are resource constraints and that the benefits of controls must be considered relative to their costs. The inherent limitations in internal control over financial reporting include the realities that judgments can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of internal control is also based in part on assumptions about the likelihood of future events, and there can be only reasonable, not absolute assurance that any design will succeed in achieving its stated goals under all potential events and conditions. Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the three months ended September 30, 2026, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
The Company currently is not a party to any legal proceedings which the Company expects individually or in the aggregate to have a material adverse effect on the Company’s financial condition, cash flows or results of operations. Nonetheless, the resolution of any claim or litigation is subject to inherent uncertainty and we could in the future incur judgments, enter into settlements of claims or revise our expectations regarding the outcome of the various legal proceedings and other matters we are currently involved in, which could materially impact our financial condition, cash flows or results of operations. For information regarding legal proceedings, see Item 3. Legal Proceedings in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and refer to Note 12, “Commitments and Contingencies,” to the accompanying unaudited interim consolidated financial statements included in the quarterly report on Form 10-Q for additional information.
Item 1A. Risk Factors.
There have been no material changes to our risk factors reported or new risk factors identified since the filing of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The table below shows the monthly repurchases of shares of the Company's common stock in the third quarter of 2026.
| (a) | (b) | (c) | (d) | |||||||||||||||||||||||
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) (in thousands) | ||||||||||||||||||||||
| July 1 - July 31, 2026 | 133,282 | $ | 191.50 | 133,146 | $ | 75,790 | ||||||||||||||||||||
| August 1 - August 31, 2026 | 126,802 | 190.40 | 126,728 | 51,662 | ||||||||||||||||||||||
| September 1 - September 30, 2026 | 92,472 | 180.66 | 92,472 | 34,956 | ||||||||||||||||||||||
| Total | 352,556 | |||||||||||||||||||||||||
(1) Total number of shares purchased includes shares withheld for settlement of payroll taxes from stock-based compensation awards vested and for retirement eligible employees who retired during the third quarter of 2026.
(2) On October 23, 2025, the Company’s Board of Directors (the “Board”) 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. On July 23, 2026, the Board increased the 2026 share repurchase authorization from $150.0 million to $200.0 million. On October 22, 2026, the Board approved a new stock repurchase authorization of $1.0 billion, with no expiration date, superseding the prior $200.0 million authorization. Repurchases under the share repurchase program may be made in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan. From July 1, 2026 to September 30, 2026, the Company repurchased 352,346 shares of the Company’s common stock in the open market at an average price of $188.25 per share, for a total of $66.3 million. From October 1, 2026 to October 31, 2026, the Company did not repurchase any shares of the Company’s common stock. As of October 31, 2026, $1.0 billion remained available for share repurchase, with no expiration date.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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Item 5. Other Information.
None of the Company's directors or officers adopted terminated
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Item 6. Exhibits.
| EXHIBIT INDEX | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32 | ||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Schema Linkbase Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Labels Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Simpson Manufacturing Co., Inc. | ||||||||||||||
| (Registrant) | ||||||||||||||
| DATE: | November 5, 2026 | By /s/Matt Dunn | ||||||||||||
| Matt Dunn | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
| (principal accounting and financial officer) | ||||||||||||||
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Exhibit 31.1
Simpson Manufacturing Co., Inc. and Subsidiaries
Rule 13a-14(a)/15d-14(a) Certifications
I, Mike Olosky, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Simpson Manufacturing Co., Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| DATE: | November 5, 2026 | By /s/Mike Olosky | ||||||||||||
| Mike Olosky | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
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Exhibit 31.2
Simpson Manufacturing Co., Inc. and Subsidiaries
Rule 13a-14(a)/15d-14(a) Certifications
I, Matt Dunn, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Simpson Manufacturing Co., Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| DATE: | November 5, 2026 | By /s/Matt Dunn | ||||||||||||
Matt Dunn | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
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Exhibit 32
Simpson Manufacturing Co., Inc. and Subsidiaries
Section 1350 Certifications
The undersigned, Mike Olosky and Matt Dunn, being the duly elected and acting Chief Executive Officer and Chief Financial Officer, respectively, of Simpson Manufacturing Co., Inc., a Delaware corporation (the “Company”), hereby certify that the quarterly report of the Company on Form 10-Q for the quarterly period ended September 30, 2026, fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended, and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| DATE: | November 5, 2026 | By /s/Mike Olosky | ||||||||||||
| Mike Olosky | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| By /s/Matt Dunn | ||||||||||||||
| Matt Dunn | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
A signed original of this written statement required by Section 1350 of Chapter 63 of Title 18 of the United States Code has been provided to Simpson Manufacturing Co., Inc. and will be retained by Simpson Manufacturing Co., Inc. and furnished to the Securities and Exchange Commission or its staff on request.
The foregoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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