Simpson Manufacturing Co., Inc.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
Contents
Note
- Derivative Instruments
The Company enters into derivative instrument agreements, including forward foreign currency exchange contracts, interest rate swaps, and cross currency swaps 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 December 31, 2025, the aggregate notional amount of the Company’s outstanding interest rate contracts, cross currency swap contracts, EUR forward contract, and net investment hedge were $365.6 million, $383.3 million, $321.7 million, and $557.2 million, respectively. As of December 31, 2024, the aggregate notional amount of the Company’s outstanding interest rate contracts, cross currency swap contracts, and EUR forward contracts were $388.1 million, $406.9 million, and $321.7 million, respectively.
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 Consolidated Statements of Earnings and Comprehensive Income for the periods ended December 31, were as follows:
| 2025 · 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) · Cost of sales · Interest expense, net · Other & foreign exchange loss, net · Cost of sales · Interest expense, net · Other & foreign exchange loss, net | ||||||||
| Total amounts of income and expense line items presented in the Consolidated Statements of Operations in which the effects of fair value or cash flow hedges are recorded | $1,263,203 | $8,337 | $(3,929) | $1,208,251 | $5,277 | $(1,209) | ||
| The effects of fair value and cash flow hedging | ||||||||
| Gain or (loss) on cash flow hedging relationships | ||||||||
| Interest contracts: | ||||||||
| Amount of gain or (loss) reclassified from OCI to earnings | — | 7,489 | — | — | 11,712 | — | ||
| Cross currency swap contract | ||||||||
| Amount of gain or (loss) reclassified from OCI to earnings | — | 2,297 | (49,247) | — | 4,939 | 26,577 | ||
| Forward contract | ||||||||
| Amount of gain or (loss) reclassified from OCI to earnings | $— | $— | $— | $(188) | $— | $— | ||
The effects of derivative instruments on the Consolidated Statements of Operations for the twelve months ended December 31, 2025 and December 31, 2024 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) · 2025 · 2024 · 2025 · 2024 | |||||||
| Interest rate contracts | $(1,674) | $8,589 | Interest expense | $7,489 | $11,712 | ||
| Cross currency contracts | (43,020) | 28,974 | Interest expense | 2,297 | 4,939 | ||
| FX gain (loss) | (49,247) | 26,577 | |||||
| Cost of goods sold | — | (188) | |||||
| Total | $(44,694) | $37,563 | $(39,461) | $43,040 | |||
For the twelve months ended December 31, 2025 and 2024, a gain of $36.5 million and $13.9 million, respectively, on the net investment hedge were included in OCI. For the twelve months ended December 31, 2025 and 2024, deferred gains from the forward points of $9.5 million and $5.1 million were reclassified from OCI to interest expense, respectively.
As of December 31, 2025, the aggregate fair values of the Company’s derivative instruments on the Consolidated Balance Sheet were comprised of an asset of $13.7 million, of which $13.1 million is included inother current assets, and the balance of $0.6 million asother non-current assets, and of a noncurrent liability of $80.9 million included asdeferred income tax and other long-term liabilities.
As of December 31, 2024, the aggregate fair values of the Company’s derivative instruments on the Consolidated Balance Sheet were comprised of an asset of $32.4 million, of which $13.6 million is included inother current assets, and the balance of $18.8 million asother non-current assets, and of a noncurrent liability of $7.2 million included asdeferred income tax and other long-term liabilities.
As of December 31, 2025, the Company expects it will reclassify net gains of approxi mately $7.4 million, currently recorded in Accumulated Other Comprehensive Income, into interest expense in earnings within the next twelve months. However, the actual amount reclassified could vary due to future changes in the fair value of these derivatives.
- Property, Plant and Equipment, net
Property, plant and equipment consisted of the following:
| December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Land | $61,552 | $61,054 |
| Buildings and site improvements | 363,959 | 246,138 |
| Leasehold improvements | 12,465 | 11,313 |
| Machinery and equipment | 678,885 | 567,322 |
| 1,116,861 | 885,827 | |
| Less accumulated depreciation and amortization | (577,223) | (516,320) |
| 539,638 | 369,507 | |
| Capital projects in progress | 88,216 | 162,148 |
| $627,854 | $531,655 | |
Property, plant and equipment as of December 31, 2025, and 2024, include fully depreciated assets with an original cost of $437.2 million and $402.1 million, respectively, which are still in use. The Company capitalizes certain development costs associated with internal use software, including the direct costs of services provided by third-party consultants and payroll for internal employees, both of which are performing development and implementation activities on a software project. As of December 31, 2025, and 2024, the Company had capitalized software development costs net of accumulated amortization of $41.3 million and $35.9 million, respectively, included in machinery and equipment and as of December 31, 2025, and 2024, and $17.7 million and $16.1 million, respectively, was included in capital projects in progress.
Depreciation expense, including depreciation of equipment and amortization of internally developed and acquired software, was $61.8 million, $59.7 million, and $51.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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 meets the criteria to be classified as held for sale in its financial statements and expected to be sold during 2026. The Company presented the asset’s carrying value of approximately $2.4 million in “Other current assets” in the Consolidated Balance Sheets.
Asset sale
In July 2025, the Company sold its existing facility in Gallatin, Tennessee which is part of the Company’s Administrative and All Other segment for approximately $19.0 million in net proceeds after closing costs and sale price adjustments, which resulted in a gain on disposal of fixed assets of $12.9 million. The Company recognized the gain as income from operations with the Consolidated Statements of Earnings and Comprehensive Income. To provide a temporary transition until the Company relocates to the new facility, the Company has leased back the sold facility from 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.
- Goodwill and Intangible Assets
Goodwill
The annual changes in the carrying amount of goodwill by segment, as of December 31, 2025 and 2024, were as follows, respectively:
| (in thousands) | NorthAmerica | Europe | AsiaPacific | Total |
|---|---|---|---|---|
| Balance as of December 31, 2023 | $101,558 | $399,693 | $1,299 | $502,550 |
| Goodwill acquired | 32,820 | — | — | 32,820 |
| Foreign exchange | (230) | (22,644) | (113) | (22,987) |
| Balance as of December 31, 2024 | 134,148 | 377,049 | 1,186 | 512,383 |
| Goodwill disposed | — | (33) | — | (33) |
| Reclassifications 1 | (3,319) | — | — | (3,319) |
| Foreign exchange | 132 | 49,267 | 91 | 49,490 |
| Balance as of December 31, 2025 | $130,961 | $426,283 | $1,277 | $558,521 |
1 During the period ended December 31, 2025, the Company finalized the purchase price allocation for the acquisition of QuickFrames that resulted in $3.3 million decrease in goodwill with offsets primarily to trade names, developed technology, and customer relationships. The final amounts are measurement period adjustments for conditions that existed at the acquisition date.
Goodwill Impairment Testing
The Company tests goodwill for impairment at the reporting unit level on an annual basis (in the fourth quarter). The goodwill balance is not amortized to expense, and the Company may assess qualitative or quantitative factors to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount as a basis for determining whether it is necessary to complete quantitative impairment assessments.
The Company determined that the U.S. reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States. The Australia reporting unit includes two components: Australia and New Zealand. For each of these reporting units, the Company aggregated the components because management concluded that they are economically similar, and that the goodwill is recoverable from these components working in concert.
In 2025 and 2024, the Company applied the (“Step 0”) approach to assess qualitative factors related to the goodwill of the reporting units to determine whether it is necessary to perform an impairment test. For this qualitative assessment, the Company assessed various assumptions, events and circumstances that would have affected the estimated fair value of the reporting units. Based on the qualitative assessment performed, the Company concluded that there was no evidence of events or circumstances that would indicate a material change from the Company’s last quantitative assessment performed in 2023 by reporting unit and therefore, it was more likely than not that the estimated fair value of reporting units exceeded their respective carrying values.
The 2025 and 2024 annual testing of goodwill for impairment did not result in impairment charges. “See Item 7 - Critical Accounting Policies and Estimates -Goodwill and Other Intangible Assets”.
Amortizable Intangible Assets
Intangible assets from acquired businesses or asset purchases are recognized at their estimated fair values on the date of acquisition and consist of patents, unpatented technology, non-compete agreements, trademarks, customer relationships and other intangible assets. Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from three totwenty-one years, based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. The Company performs an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired.
The total gross carrying amount and accumulated amortization of definite-lived intangible assets as of December 31, 2025, was $526.7 million and $139.0 million, respectively. The aggregate amount of amortization expense of intangible assets for the years ended December 31, 2025, 2024 and 2023 were $26.7 million, $24.8 million and $23.5 million, respectively. The weighted-average remaining amortization period for all amortizable intangibles on a combined basis is 6.3 years as of December 31, 2025.
The annual changes in the carrying amounts of patents, unpatented technologies, customer relationships and non-compete agreements and other intangible assets subject to amortization for the years ended December 31, 2025 and 2024 were as follows:
| (in thousands) | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount |
|---|---|---|---|
| Patents | |||
| Balance as of December 31, 2023 | $38,598 | $(4,854) | $33,744 |
| Purchases | 15,800 | — | 15,800 |
| Amortization | — | (3,468) | (3,468) |
| Foreign exchange | (926) | — | (926) |
| Balance as of December 31, 2024 | 53,472 | (8,322) | 45,150 |
| Disposals | (3,684) | — | (3,684) |
| Amortization | — | (3,567) | (3,567) |
| Reclassifications | 95 | — | 95 |
| Foreign exchange | 5,572 | — | 5,572 |
| Balance as of December 31, 2025 | $55,455 | $(11,889) | $43,566 |
| (in thousands) | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount |
|---|---|---|---|
| Unpatented Technology | |||
| Balance as of December 31, 2023 | $22,508 | $(20,279) | $2,229 |
| Amortization | — | (991) | (991) |
| Foreign exchange | (49) | — | (49) |
| Balance as of December 31, 2024 | 22,459 | (21,270) | 1,189 |
| Acquisitions | 1,875 | — | 1,875 |
| Amortization | — | (726) | (726) |
| Reclassifications | (45) | 45 | — |
| Foreign exchange | 118 | — | 118 |
| Balance as of December 31, 2025 | $24,407 | $(21,951) | $2,456 |
| (in thousands) | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount |
|---|---|---|---|
| Non-Compete Agreements,Trademarks and Other | |||
| Balance as of December 31, 2023 | $28,147 | $(15,745) | $12,402 |
| Purchases | 14,100 | — | 14,100 |
| Amortization | — | (2,972) | (2,972) |
| Reclassifications 1 | (1,673) | — | (1,673) |
| Foreign exchange | (7) | — | (7) |
| Balance as of December 31, 2024 | 40,567 | (18,717) | 21,850 |
| Amortization | — | (3,966) | (3,966) |
| Reclassifications | 1,688 | (291) | 1,397 |
| Foreign exchange | 66 | — | 66 |
| Balance as of December 31, 2025 | $42,321 | $(22,974) | $19,347 |
| (in thousands) | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount |
|---|---|---|---|
| Customer Relationships | |||
| Balance as of December 31, 2023 | $269,166 | $(46,399) | $222,767 |
| Purchases | 10,560 | — | 10,560 |
| Disposal | 331 | — | 331 |
| Amortization | — | (17,362) | (17,362) |
| Reclassifications | 1,673 | — | 1,673 |
| Foreign exchange | (16,745) | — | (16,745) |
| Balance as of December 31, 2024 | 264,985 | (63,761) | 201,224 |
| Amortization | — | (18,402) | (18,402) |
| Reclassifications | (951) | — | (951) |
| Foreign exchange | 25,087 | — | 25,087 |
| Balance as of December 31, 2025 | $289,121 | $(82,163) | $206,958 |
As of December 31, 2025, estimated future amortization of intangible assets was as follows:
(in thousands)
| 2026 | $25,754 |
| 2027 | 25,606 |
| 2028 | 25,472 |
| 2029 | 24,829 |
| 2030 | 24,218 |
| Thereafter | 146,448 |
| Total | $272,327 |
Indefinite-Lived Intangible Assets
Indefinite-lived intangible assets totaled $115.4 million as of December 31, 2025, mostly attributable to trade names. Indefinite-lived intangible assets totaled $105.7 million as of December 31, 2024.
Definite-lived and indefinite-lived assets, net, by segment as of December 31, 2025, and 2024 were as follows:
| As of December 31, 2024 | |||
|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |
| (in thousands) | |||
| Total Intangible Assets | |||
| North America | $116,550 | $(39,061) | $77,489 |
| Europe | 366,586 | (72,621) | 293,965 |
| Asia/Pacific | 4,240 | (643) | 3,597 |
| Total | $487,376 | $(112,325) | $375,051 |
| As of December 31, 2025 | |||
|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |
| (in thousands) | |||
| Total Intangible Assets | |||
| North America | $117,890 | $(45,807) | $72,083 |
| Europe | 404,674 | (92,192) | 312,482 |
| Asia/Pacific | 4,152 | (988) | 3,164 |
| Total | $526,716 | $(138,987) | $387,729 |
- 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 tofive 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 right-of-use (“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 operating leases included on the Consolidated Balance Sheets as of December 31, 2025, and 2024, and the Consolidated Statements of Operations, and the Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024:
| Consolidated Balance Sheets Line Item | As of December 31, | |
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Assets | ||
| Operating lease right-of-use assets | $115,060 | $93,933 |
| Liabilities | ||
| Accrued expenses and other current liabilities | $20,253 | $19,415 |
| Operating lease liabilities | 96,819 | 76,184 |
| Total operating lease liabilities | $117,072 | $95,599 |
The components of operating lease expense were as follows:
| Consolidated Statements of Operations Line Item · Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) · 2025 · 2024 | |||
| Lease cost | General administrative expenses and cost of sales | $25,869 | $19,938 |
Supplemental cash flow information related to leases is as follows:
| Years Ended December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows for operating leases | $24,830 | $19,243 |
| Operating right-of-use assets obtained in exchange for new lease liabilities | ||
| Operating leases | $53,807 | $46,482 |
The following is a schedule, by years, of maturities for lease liabilities as of December 31, 2025:
| (in thousands) | Operating Leases |
|---|---|
| 2026 | $25,321 |
| 2027 | 24,197 |
| 2028 | 21,320 |
| 2029 | 17,567 |
| 2030 | 14,087 |
| Thereafter | 36,629 |
| Total lease payments | 139,121 |
| Less: Present value discount and other | (22,049) |
| Total lease liabilities | $117,072 |
The following table summarizes the Company’s lease terms and discount rates as of December 31, 2025:
| Years Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted-average remaining lease terms (in years): | ||
| Operating leases | 6.8 | 6.4 |
| Weighted-average discount rate: | ||
| Operating leases | 5.1% | 5.3% |
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 an estimated gain on disposal of fixed assets of $12.9 million. To provide a temporary transition until the Company relocates to the new facility, the Company is leasing back the sold facility from 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.
- Accrued Liabilities and Other Current Liabilities
Accrued liabilities and other current liabilities consisted of the following:
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Labor related liabilities | $53,208 | $48,867 |
| Sales incentives & advertising allowances | 32,699 | 62,337 |
| Accrued cash profit sharing and commissions | 22,775 | 16,360 |
| Sales tax payable and other | 113,630 | 64,855 |
| Dividends payable | 11,977 | 11,729 |
| Accrued profit sharing trust contributions | 20,786 | 19,313 |
| Operating lease - current portion | 20,253 | 19,415 |
| $275,328 | $242,876 | |
- Debt
On December 16, 2025, the Company entered into the Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), which amends and restates the Company’s previous agreement dated March 30, 2022. The Second Amended and Restated Credit Agreement provides for a 5-year $600.0 million revolving credit facility, which includes a letter of credit-sub-facility up to $50.0 million, and a 5-year term loan facility of $300.0 million.
The Company borrowed $300.0 million under the term loan facility to refinance existing debt. In addition, the Company incurred $2.0 million of debt issuance costs, which are classified in long-term debt on the Consolidated Balance Sheets, that have been deferred and are being amortized over the 5-year term of the Second Amended and Restated Credit Agreement.
Borrowings under the revolving credit facility will be used to fund acquisitions and other investments permitted under the Second Amended and Restated Credit Agreement and for ongoing working capital and general business needs. As of December 31, 2025, there were $74.2 million in borrowings outstanding under the revolving credit facility.
The Company is required to pay an annual revolving credit facility fee of 0.1% to 0.3% per annum on the available commitments under the terms of the Second Amended and Restated Credit Agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s net leverage ratio. The fee is included within Interest expense, net and other in the Company's Consolidated Statements of Operations.
Amounts borrowed under the Second Amended and Restated Credit Agreement will bear interest from time to time at either Base Rate, Daily Simple SOFR, Term SOFR, Eurocurrency Rate or Daily Simple RFR, in each case, as calculated under and as in effect from time to time under the Second Amended and Restated Credit Agreement, plus the Applicable Margin, as defined in the Second Amended and Restated Credit Agreement. The Applicable Margin is determined based on the Company’s net leverage ratio, and ranges (i) from 0.00% to 0.75% per annum for amounts borrowed under the Term Loan Facility that bear interest at Base Rate, (ii) from 0.75% to 1.75% per annum for amounts borrowed under the Term Loan Facility that bear interest at Eurocurrency Rate, Daily Simple SOFR or Term SOFR, (iii) from 0.00% to 0.50% per annum for amounts borrowed under the Revolving Credit Facility that bear interest at Base Rate, (iv) from 0.6826% to 1.5326% per annum for amounts borrowed under the Revolving Credit Facility that bear interest at Daily Simple RFR (solely to the extent denominated in pound sterling) and (v) from 0.65% to 1.50% per annum for amounts borrowed under the Revolving Credit Facility that bear interest at Daily Simple RFR (other than loans denominated in pound sterling) or Eurocurrency Rate. Loans outstanding under the Second Amended and Restated Credit Agreement may be prepaid at any time without penalty except for customary breakage costs and expenses. Based on current principal payment expectations, the annual interest rate on the outstanding debt will be approximately 1.0% over the life of the debt including the effects of the interest rate swap and other derivatives noted above.
On March 30, 2022, the Company entered into the Amended and Restated Credit Facility (the “Amended and Restated Credit Facility”), which amended and restated the Company’s previous Credit Agreement, dated July 27, 2012. The Amended and Restated Credit Facility provided for a 5-year $600.0 million revolving line of credit, which included a letter of credit-sub-facility up to $50.0 million, and a 5-year term loan facility of $300.0 million. There were no borrowings under the Amended and Restated Credit Facility at December 31, 2025. In addition, the Company’s balance of $1.8 million debt issuance costs that have been deferred, remained classified in long-term debt on the Consolidated Balance Sheets, and are being amortized over the 5-year terms of the Second Amended and Restated Credit Agreement.
As of December 31, 2025, in addition to the Second Amended and Restated Credit Agreement, certain of the Company’s domestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders. Together, all credit facilities provide the Company with a total of $532.8 million in available revolving credit lines and an irrevocable standby letter of credit in support of various insurance deductibles.
The Company has $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. There were $388.1 million outstanding balances under the Amended and Restated Credit Facility as of December 31, 2024.
The following is a schedule, by years, of maturities for the remaining term loan facility as of December 31, 2025:
| (in thousands) | 5-Year Term Loan |
|---|---|
| 2026 | $15,000 |
| 2027 | 15,000 |
| 2028 | 15,000 |
| 2029 | 15,000 |
| 2030 | 240,000 |
| Total loan outstanding | $300,000 |
The Company complied with its financial covenants under the Second Amended and Related Credit Agreement as of December 31, 2025.
The Company incurs interest costs, which include interest net of the effect of cash flow hedges, maintenance fees and bank charges. The amount of costs incurred, capitalized, and expensed for the years ended December 31, 2025, 2024 and 2023, consisted of the following:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Interest costs, including benefits from cash flow and net investment hedges | $(2,981) | $6,349 | $7,152 |
| Less: Interest capitalized | (6,029) | (4,078) | (2,666) |
| Interest expense, including benefits from cash flow and net investment hedges | $(9,010) | $2,271 | $4,486 |
- Commitments and Contingencies
Purchase Obligations
In addition to the debt and lease obligations described in the footnotes, the Company has certain purchase obligations in the ordinary course of business. These purchase obligations are primarily related to the acquisition, and construction or expansion of facilities and equipment. The Company is not a party to any long-term supply contracts with respect to the purchase of raw materials or finished goods. As of December 31, 2025, the Company has steel purchase obligations that are expected to be settled during the year.
Employee Relations
As of December 31, 2025, approximately 19.4% of our employees are represented by labor unions and are covered by collective bargaining agreements in the U.S. The Company has two-facility locations with collective bargaining agreements covering tool and die craftsmen, maintenance workers, and sheet-metal workers. In Stockton, California, two union contracts will expire in June 2027 and September 2028, respectively. In Riverside, California, two union contracts will expire in June 2026 and March 2029, respectively. The Company has one facility located in Enfield, Connecticut, with a collective bargaining agreement covering shipping workers. This union contract will expire in December 2029. France also has two collectively bargained agreements, one under the Convention collective nationale de la métallurgie and the other under Plasturgie. Based on current information and subject to future events and circumstances, the Company believes that, even if new agreements are not reached before the existing labor union contracts expire, it is not expected to have a material adverse effect on the Company’s ability to provide products to customers or on the Company’s profitability.
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.
- Income Taxes
The provision for income taxes from operations consisted of the following:
| Years Ended December 31, | ||||
|---|---|---|---|---|
| (in thousands) · 2025 · 2024 · 2023 | ||||
| Current | ||||
| Federal | $65,387 | $75,783 | $89,954 | |
| State | 21,820 | 22,418 | 24,323 | |
| Foreign | 18,446 | 17,855 | 15,824 | |
| Deferred | — | — | ||
| Federal | 15,813 | (787) | (6,466) | |
| State | 1,999 | 690 | (860) | |
| Foreign | (6,075) | (4,140) | (215) | |
| $117,390 | $111,819 | $122,560 | ||
Income from operations before income taxes for the years ended December 31, 2025, 2024, and 2023, respectively, consisted of the following:
| Years Ended December 31, | |||
|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2023 |
| Domestic | $418,154 | $395,777 | $427,296 |
| Foreign | 44,319 | 38,266 | 49,251 |
| $462,473 | $434,043 | $476,547 | |
The Company adopted ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” on a prospective basis beginning with the year ended December 31, 2025. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the US federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 31, 2025.
| Year Ended December 31, 2025 | ||
|---|---|---|
| (in thousands) | Amount | Percentages |
| U.S. Federal tax at statutory rate | $97,120 | 21.0% |
| State and local income taxes, net of federal effect (1) | 18,330 | 4.0% |
| Foreign Tax Effects | 3,823 | 0.8% |
| Effect of cross-border tax laws | (597) | (0.1)% |
| Tax Credits | (1,399) | (0.3)% |
| Change in valuation allowance | (6) | 0.0% |
| Nontaxable or Nondeductible items | 924 | 0.2% |
| Changes in unrecognized tax benefits | (161) | 0.0% |
| Other | (644) | (0.1)% |
| Effective income tax rate | $117,390 | 25.4% |
(1)State and local taxes in California, Florida, Georgia, Massachusetts, New York, Oregon, and Pennsylvania made up greater than 50% of the tax effect in this category.
A reconciliation between the statutory federal income tax rate and the Company’s effective income tax rate as a percentage of income before income taxes prior to the adoption of ASU 2023-09 is as follows:
| Years Ended December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Federal tax rate | 21.0% | 21.0% |
| State taxes, net of federal benefit | 4.1% | 3.8% |
| Change in U.S. tax rate applied to deferred taxes | 0.1% | 0.6% |
| Change in valuation allowance | 0.5% | —% |
| True-up of prior year tax returns to tax provision | —% | (0.1)% |
| Difference between U.S. statutory and foreign local tax rates | 0.4% | 0.4% |
| Change in uncertain tax position | —% | (0.6)% |
| Other | (0.3)% | 0.6% |
| Effective income tax rate | 25.8% | 25.7% |
The tax effects of the significant temporary differences that constitute the deferred tax assets and liabilities as of December 31, 2025, and 2024, respectively, were as follows:
| As of December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Deferred asset taxes | ||
| State tax | $1,349 | $1,388 |
| Health claims | 1,783 | 1,910 |
| Inventories | 9,426 | 8,766 |
| Sales incentive and advertising allowances | 1,292 | 1,751 |
| Lease obligations | 29,191 | 23,493 |
| Stock-based compensation | 5,371 | 4,235 |
| Foreign tax credit carryforwards | 3,885 | 3,782 |
| Non-United States tax loss carry forward | 9,165 | 8,128 |
| Acquisition expense | 765 | 1,315 |
| Capitalized research & development expenditures | 7,445 | 11,627 |
| Hedging OCI | 10,840 | — |
| Other | 5,543 | 6,282 |
| Total deferred tax assets | 86,055 | 72,677 |
| Less valuation allowances | (14,320) | (12,727) |
| Total deferred asset taxes | 71,735 | 59,950 |
| Deferred tax liabilities | ||
| Depreciation | (38,621) | (26,886) |
| Goodwill and other intangibles amortization | (102,855) | (96,779) |
| Right of use assets | (28,717) | (23,075) |
| Hedging OCI | — | (2,190) |
| Total deferred tax liabilities | (170,193) | (148,930) |
| Total deferred tax asset/(liability) | $(98,458) | $(88,980) |
As of December 31, 2025, the Company had$51.9 million of net operating loss carryforwards in various foreign taxing jurisdictions. Most of the tax losses can be carried forward indefinitely.
As of December 31, 2025, and 2024, the Company has valuation allowances of$14.3 million and$12.7 million, respectively. The valuation allowances increased by $1.6 million and $2.3 million for the years ended December 31, 2025 and December 31, 2024, respectively. The increase in the 2025 and 2024 valuation allowances was primarily due to the increase in net operating losses in Europe.
As of December 31, 2025, the Company asserts that its accumulated undistributed earnings generated by the Company’s foreign subsidiaries are permanently reinvested and as such, has not recognized a US deferred tax liability on its investment in foreign subsidiaries. The Company will continue to assess its permanent reinvestment assertion on a quarterly basis.
Income taxes paid, net of refunds, during the periods presented were as follows (in thousands):
| 2025 | |
|---|---|
| Federal | $75,400 |
| California | 7,249 |
| Other States | 12,146 |
| France | 5,664 |
| Other Foreign | 12,136 |
| Total income taxes paid, net of refunds | $112,595 |
A reconciliation of the beginning and ending amounts of unrecognized tax benefits in 2025, 2024 and 2023, respectively, were as follows, including foreign translation amounts:
| Reconciliation of Unrecognized Tax Benefits (in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Balance as of January 1 | $4,667 | $4,641 | $7,232 |
| Additions based on tax positions related to prior years | 458 | 585 | 39 |
| Reductions based on tax positions related to prior years | — | (49) | (103) |
| Additions for tax positions of the current year | 657 | 647 | 463 |
| Lapse of statute of limitations | (1,272) | (1,157) | (2,990) |
| Balance as of December 31 | $4,510 | $4,667 | $4,641 |
During 2025, the Company’s uncertain tax positions decreased by $1.3 million, primarily due to positions for open years assumed in a prior acquisition. Tax positions of $1.1 million,$1.5 million, and $2.0 million are included in the balance of unrecognized tax benefits as of December 31, 2025, 2024, and 2023, respectively, which if recognized, would reduce our effective tax rate.
The Company accrues interest and penalties related to unrecognized tax benefits in income tax expense in accordance with the Company’s accounting policy. The Company accrued $1.9 million, $1.4 million and $0.7 million as of December 31, 2025, 2024 and 2023, respectively for the potential payment of interest and penalties before income tax benefits.
As of December 31, 2025, the Company is subject to federal income tax examinations in the U.S. for the tax years 2022 through 2025. In addition, tax years 2020 through 2025 remain open in various states, local and foreign jurisdictions.
On August 16, 2022, the IRA was signed into the law. The provisions included a new CAMT, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives, all effective for tax year 2023 and onwards. The Company is not subject to the provisions of CAMT and does not expect the impact of the remaining provisions to be material.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the 2021 Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. Key provisions include modifications to depreciation allowances and the treatment of research and development expenditures. The legislation has multiple effective dates, with certain provisions effective for the 2025 tax year and others being implemented through 2027.
- Retirement Plans
The Company hasseven defined contribution retirement plans covering substantially all salaried employees and nonunion hourly employees. The Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan (the “Plan”) covers non-union U.S. employees and provides for quarterly safe harbor contributions, limited to 3.0% of the employees' quarterly eligible compensation and for annual discretionary contributions, subject to certain limitations. The discretionary amounts for 2025, 2024 and 2023 were equal to 7.0% of qualifying salaries or wages of the covered employees. The same plan also has a carve out for employees collectively bargained under Teamsters Local No. 671 whereby the plan provides quarterly safe harbor contributions, limited to 3.0% of the employees' quarterly eligible compensation only. The Company has the Simpson Manufacturing Co., Inc. SMW Supplemental 401(k) Plan where it makes periodic contributions to this plan in accordance with the collective bargaining agreement. For 2025, the Company contributed 1.0% of the covered employees’ qualifying salaries and wages. The other five defined contribution plans, covering the Company’s European and Canadian employees, require the Company to make contributions ranging from 3.0% to 15.0% of the employees’ compensation. The total cost for these retirement plans for the years ended December 31, 2025, 2024 and 2023, was $31.3 million, $29.7 million, and $26.8 million, respectively.
We participate in various multiemployer benefit plans that cover some of our employees who are represented by labor unions. We make periodic contributions to these plans in accordance with the terms of applicable collective bargaining agreements and laws but do not sponsor or administer these plans. We do not participate in any multiemployer benefit plans for which we consider our contributions to be individually significant. If we withdraw from participation in any of these plans, the applicable law will require us to fund our allocable share of the unfunded vested benefits, which is known as a withdrawal liability. As of December 31, 2025, we believe that there was no probable withdrawal liability under the multiemployer benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees.
Our total contribution to various industry-wide, union-sponsored pension funds and a statutorily required pension fund for employees in the U.S. and Europe were $6.3 million, $6.1 million and $5.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
- Related Party Transactions
The Company identified certain related party transactions for the years ended December 31, 2025 and 2024. The total expenses were not material to the Company, and the majority of the expenses were recorded within general and administrative expenses on our Consolidated Statement of Operations during the years ended December 31, 2025 and 2024.
- 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 measurements used to measure the financial performance of the segments are revenue, gross margins, and operating margins to decide whether to reinvest the profits, make acquisitions, pay down debt or borrow, or to return capital to stockholders via dividends and share repurchases.
Thethree 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 Administrative & All Other column primarily includes expenses such as self-insured workers compensation claims for employees, stock-based compensation for certain members of management, interest expense, foreign exchange gains or losses and income tax expense, as well as revenues and expenses related to real estate activities.
The following table presents financial information of each segment that is used by the CODM to assess the performance of segments for periods ended December 31, 2025, 2024 and 2023, respectively:
| (in thousands) | NorthAmerica | Europe | Asia/Pacific | Administrative& All Other | Total |
|---|---|---|---|---|---|
| Net sales | $1,813,856 | $499,559 | $19,393 | $— | $2,332,808 |
| Wood Products | 1,555,515 | 396,229 | 15,997 | — | 1,967,741 |
| Concrete Products | 254,061 | 103,329 | 3,223 | — | 360,613 |
| Cost of sales | 928,828 | 320,626 | 12,944 | 805 | 1,263,203 |
| Gross profit | 885,028 | 178,933 | 6,449 | (805) | 1,069,605 |
| Research and development, and other engineering expenses | 72,063 | 9,573 | 847 | — | 82,483 |
| Selling expenses | 167,899 | 51,252 | 3,657 | — | 222,808 |
| General and administrative expenses | 200,656 | 73,483 | 1,558 | 45,989 | 321,686 |
| Sales to other segments * | 3,763 | 6,406 | 30,904 | — | 41,073 |
| Income from operations | 448,807 | 43,862 | 595 | (35,199) | 458,065 |
| Depreciation and amortization | 52,969 | 32,801 | 2,166 | 2,015 | 89,951 |
| Significant non-cash charges | 14,341 | 2,119 | 459 | 5,972 | 22,891 |
| Provision for income taxes | 104,475 | 8,630 | 1,154 | 3,131 | 117,390 |
| Business acquisitions, net of cash acquired; capital expenditures; asset acquisitions; and equity investments | 140,106 | 13,036 | 1,356 | 10,167 | 164,665 |
| Total assets | $2,390,907 | $802,054 | $48,333 | $(167,668) | $3,073,626 |
| (in thousands) | NorthAmerica | Europe | Asia/Pacific | Administrative& All Other | Total |
|---|---|---|---|---|---|
| Net sales | $1,735,879 | $479,055 | $17,205 | $— | $2,232,139 |
| Wood Products | 1,499,889 | 384,494 | 15,141 | — | 1,899,524 |
| Concrete Products | 233,936 | 94,561 | 2,060 | — | 330,557 |
| Cost of sales | 887,338 | 310,073 | 11,407 | (567) | 1,208,251 |
| Gross profit | 848,541 | 168,982 | 5,798 | 567 | 1,023,888 |
| Research and development, and other engineering expenses | 72,586 | 8,514 | 816 | — | 81,916 |
| Selling expenses | 159,077 | 51,005 | 3,450 | — | 213,532 |
| General and administrative expenses | 177,525 | 72,181 | 1,851 | 41,542 | 293,099 |
| Sales to other segments * | 3,263 | 4,764 | 33,407 | — | 41,434 |
| Income from operations | 439,567 | 33,806 | (294) | (43,104) | 429,975 |
| Depreciation and amortization | 49,139 | 31,747 | 2,630 | 1,883 | 85,399 |
| Significant non-cash charges | 12,895 | 1,607 | 275 | 4,245 | 19,022 |
| Provision for income taxes | 98,960 | 9,332 | 1,271 | 2,256 | 111,819 |
| Business acquisitions, net of cash acquired; capital expenditures; asset acquisitions; and equity investments | 243,728 | 13,863 | 3,280 | 273 | 261,144 |
| Total assets | $2,062,552 | $687,955 | $48,769 | $(63,108) | $2,736,168 |
| (in thousands) | NorthAmerica | Europe | Asia/Pacific | Administrative& All Other | Total |
|---|---|---|---|---|---|
| Net sales | $1,716,422 | $480,756 | $16,625 | $— | $2,213,803 |
| Wood Products | 1,491,848 | 385,134 | 14,467 | — | 1,891,449 |
| Concrete Products | 222,720 | 95,621 | 2,159 | — | 320,500 |
| Cost of sales | 856,019 | 303,708 | 10,946 | 1,530 | 1,172,203 |
| Gross profit | 860,403 | 177,048 | 5,679 | (1,530) | 1,041,600 |
| Research and development, and other engineering expenses | 78,335 | 7,523 | 105 | — | 85,963 |
| Selling expenses | 150,616 | 50,553 | 2,811 | — | 203,980 |
| General and administrative expenses | 158,290 | 68,578 | 2,229 | 43,055 | 272,152 |
| Sales to other segments * | 4,718 | 5,900 | 29,040 | — | 39,658 |
| Income from operations | 473,229 | 45,998 | 535 | (44,613) | 475,149 |
| Depreciation and amortization | 40,883 | 29,668 | 2,226 | 1,930 | 74,707 |
| Significant non-cash charges | 13,344 | 2,379 | 515 | 7,658 | 23,896 |
| Provision for income taxes | 109,722 | 11,435 | 1,313 | 90 | 122,560 |
| Business acquisitions, net of cash acquired; capital expenditures; asset acquisitions; and equity investments | 92,725 | 21,975 | 6,402 | (7,605) | 113,497 |
| Total assets | $1,745,341 | $716,396 | $38,719 | $204,268 | $2,704,724 |
- 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 & All Other.” Cash and cash equivalent balances in “Administrative & All Other” were $225.3 million,$126.1 million and $386.6 million as of December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the Company had $152.1 million, or 39.6%, 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 significant non-cash charges comprise compensation related to equity awards under the Company’s stock-based incentive plans, the Company’s employee stock bonus plan, and the Company's non-qualified deferred compensation plan. The Company’s measure of profit or loss for its reportable segments is income (loss) from operations. The reconciling amounts between consolidated income before tax and consolidated income from operations are net interest income (expense), net and other, and foreign exchange gain (loss). Interest income (expense) is primarily attributed to “Administrative & All Other.”
The following table shows the geographic distribution of the Company’s net sales and long-lived assets as of December 31, 2025, 2024 and 2023, respectively:
| 2025 | 2024 | 2023 | ||||
|---|---|---|---|---|---|---|
| (in thousands) | NetSales | Long-LivedAssets | NetSales | Long-LivedAssets | NetSales | Long-LivedAssets |
| United States | $1,713,833 | $505,223 | $1,640,669 | $439,326 | $1,630,359 | $305,564 |
| France | 185,861 | 64,126 | 225,336 | 54,807 | 223,562 | 62,547 |
| Canada | 95,467 | 2,527 | 90,220 | 2,799 | 81,404 | 2,722 |
| Italy | 52,512 | 28,159 | 56,042 | 24,869 | 62,428 | 25,245 |
| Germany | 50,785 | 13,893 | 48,134 | 12,273 | 45,319 | 12,077 |
| Poland | 53,441 | 12,437 | 45,528 | 11,452 | 39,978 | 10,836 |
| United Kingdom | 26,021 | 2,371 | 29,310 | 2,286 | 32,058 | 2,352 |
| Belgium | 65,771 | 2,053 | 17,549 | 1,723 | 18,802 | 2,297 |
| Sweden | 17,130 | 2,023 | 13,946 | 2,192 | 15,342 | 2,579 |
| Denmark | 19,330 | 4,133 | 12,746 | 4,614 | 12,318 | 3,734 |
| Australia | 12,813 | 1,523 | 12,196 | 1,181 | 11,351 | 800 |
| Norway | 8,466 | — | 8,391 | — | 9,635 | 852 |
| Other countries | 31,378 | 17,381 | 32,072 | 17,461 | 31,247 | 19,487 |
| $2,332,808 | $655,849 | $2,232,139 | $574,983 | $2,213,803 | $451,092 | |
Net sales and long-lived assets, excluding intangible assets and goodwill, are attributable to the country where the sales or manufacturing operations are located.
The Company's wood construction products are used in light-frame building applications and include connectors, truss plates, screw fastening systems, fasteners and pre-fabricated lateral-force resisting systems. Its concrete construction products are used in concrete, masonry and steel building applications and include adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools, fiber reinforced materials, and other repair products used for protecting and strengthening structures. The following table shows the distribution of the Company’s net sales by product for the years ended December 31, 2025, 2024 and 2023, respectively:
| (in thousands) | 2025 | 2024 | 2023 |
|---|---|---|---|
| Wood Construction | $1,967,741 | $1,899,524 | $1,891,449 |
| Concrete Construction | 360,613 | 330,557 | 320,500 |
| Other | 4,454 | 2,058 | 1,854 |
| Total | $2,332,808 | $2,232,139 | $2,213,803 |
No customers accounted for more than 10.0% of net sales for the years ended 2025, 2024 and 2023.
- Subsequent Events
Dividend Declaration
On January 28, 2026, the Board declared a quarterly cash dividend of $0.29 per share of the Company's common stock, estimated to be $12.0 million in total. The record date for the dividend will be April 2, 2026, and will be paid on April 23, 2026.
Treasury Share Retirement
On January 28, 2026, the Board adopted a resolution to retire 699,995 shares of the Company's common stock previously held in treasury.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.