What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-27 compared with 2025-03-03 · 63 added, 72 removed, 188 unchanged (42% of the section changed)

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(“Simpson,” the “Company,” “we,” “us,” or “our,”) through its subsidiaries, including, Simpson Strong-Tie Company Inc.

("SST"), designs, engineers and is a leading manufacturer of structural solutions for wood, concrete, and steel connections.

(“SST”), designs, engineers and is a leading manufacturer of structural solutions primarily for wood and concrete.

These solutions help customers design and build safer and stronger structures.

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Our research, rigorous testing, and focus on innovation enable us to design cost-effective, high-performing, and easy-to-install solutions for a multitude of applications in wood, steel, and concrete structures.

Our products for wood construction are used in light-frame building applications and include connectors, truss plates, screw fastening systems, fasteners and pre-fabricated lateral-force resisting systems.

Our products for concrete construction are used in concrete, masonry and steel building applications and include adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools, fiber reinforced materials, and other repair products used for protecting and strengthening structures.

The Company markets its products to the residential construction, light industrial, commercial construction, original equipment manufacturer ("OEM"), component manufacturers and national retail markets domestically in North America, primarily in the United States, and internationally, predominantly in Europe.

Our European operations includes our subsidiary FIXCO, Invest S.A.S.

(together with its subsidiaries, “ETANCO”), which we acquired in 2022 to expand our product portfolio to include commercial building envelope solutions.

ETANCO is a leading designer, manufacturer and distributor of fixing and fastening solutions for the European building and construction market.

ETANCO's primary product applications directly align with the addressable markets in which the Company operates, expands our portfolio of solutions, including mechanical anchors, fasteners and commercial building envelope solutions, and significantly increase our market presence across Europe.

Simpson also provides engineering services to support and enhance products and their specification while growing its offering of digital tools and design, planning and estimating software to facilitate the specification, selection and use of our products.

In addition, the Company provides engineering and professional services to support product specification and adoption, while continuing to expand its digital tools and design, planning, and estimating software.

The Company has continuously manufactured structural connectors since 1956 and believes that it benefits from the strong name recognition of the Simpson Strong-Tie® brand in residential, light industrial, and commercial markets.

In recent years, the Company has maintained its historical operations in North America while focusing on increasing product penetration within its existing markets and customer base.

The Company markets its products domestically in North America, primarily in the United States and Canada, serving the residential construction, commercial construction, original equipment manufacturer (“OEM”), component manufacturer and national retail markets.

Products for wood construction are used in light-frame building applications and include connectors, truss plates, screw fastening systems, fasteners, pre-fabricated lateral-force resisting systems, and automated saws and equipment used in the fabrication of wall, floor, and truss assemblies.

Products for concrete construction are used in concrete, masonry and steel building applications and include adhesives, mechanical anchors, structural support assemblies for framed openings, and other repair and protection products.

The Company’s international operations are predominantly located in Europe.

The Company markets its products domestically in Europe serving primarily the residential construction, commercial construction, and OEM markets.

The Company offers both wood construction products including connectors, fasteners, shear‑wall systems, and mass timber solutions, and concrete construction products, such as anchors, fiber‑reinforced products used in the protection and strengthening of structures, and other fixing and fastening solutions designed for commercial building‑envelope applications.

The Company attracts and retains customers by designing, manufacturing and selling high quality, high-performing products that are cost effective and easy for our customers to install.

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• Our long-standing reputation, relationships and engagement with engineers, building officials, and contractors to design safer, stronger structures and improve construction standards and practices;

• A dedication to innovation and extensive product engineering along with rigorous research and testing in our nine state-of-the-art labs;

• Striving for best-in-class field support, technical expertise, digital tools, and training to make it easy to select, specify, install and purchase our products;

• Industry-leading product availability and delivery standards on our vast product offering across multiple distribution channels, with typical delivery within 24-48 hours and high fill rates;

• A dedication to innovation and extensive product engineering along with rigorous research and testing in our eight state-of-the-art labs;

• Our goal of best-in-class field support, technical expertise, digital tools, and training to make it easy to select, specify, install and purchase our products;

• Our pursuit towards industry-leading product availability and delivery standards on our vast product offering across multiple distribution channels, with typical delivery within 24-48 hours and high fill rates;

• A deep commitment to trades education and partnering with organizations that provide training and career opportunities to attract more people to the construction industry and alleviate labor shortages;

• Expanding our solutions and offerings to our end-market customers in the residential, commercial, OEM, component manufacturer, and national retail areas.

• Expansion of our solutions and offerings to our end-market customers in the residential, commercial, OEM, component manufacturer, and national retail areas.

Products and Services

Historically, the Company’s product lines have encompassed connectors, anchors, fasteners, lateral-force resisting systems, and truss plates, as well as repair and strengthening product lines for the industrial and transportation markets.

See “Item 7 —

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Note 19 — Segment Information” to the Company’s consolidated financial statements for financial information regarding revenues by product category.

The Company has established a presence in Europe through acquisition of companies with existing customer bases and through servicing U.S.-based customers operating in Europe.

See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Note 19 — Segment Information” to the Company’s consolidated financial statements for financial information regarding revenues by product category.

The Company has established a presence in Europe through acquisition of companies with existing customer bases and through servicing United States (“U.S.”)-based customers operating in Europe.

The Company also distributes connector, anchor, and adhesive products in Canada, Mexico, Chile, Australia, and New Zealand.

Additionally, with the acquisition of ETANCO, the Company expanded its product portfolio to include commercial building envelope solutions and significantly increased its market presence across Europe.

Many of the Company’s products are code-listed and approved by building code evaluation agencies.

To achieve these approvals, the Company conducts extensive product testing, which is witnessed and certified by independent testing laboratories.

Many of the Company’s products are code-listed with code reports issued by building code evaluation agencies.

To achieve these code reports, the Company conducts extensive product testing, which is witnessed and certified by independent testing laboratories.

These tests also provide the basis of load ratings for the Company’s structural products.

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As described below, the Company’s wood construction products include:

• Connectors - Connectors are prefabricated metal products designed to join wood, concrete, masonry or steel together and are essential for tying wood construction elements together and create safer and stronger buildings.

Included in this category are connectors, holddowns, and truss connector plates.

• Fasteners - The fastening line includes variety of nails, screws and staples, which are complemented by the Company's multiple screw fastening systems, which are used exclusively in numerous applications such as building envelope applications, decking, subfloors, drywall and roofing;

• Lateral-Force Resisting Systems - Lateral-force resisting systems are assemblies used to resist earthquake or wind forces and include pre-fabricated steel and wood shearwalls, Anchor Tiedown Systems (ATS), and Yield-Link connections for steel moment and braced frames.

• Fasteners - The fastening line includes variety of nails and screws which are complemented by the Company's multiple screw fastening systems, which are used exclusively in numerous applications such as building envelope applications, decking, subfloors, drywall and roofing;

• Lateral-Force Resisting Systems - Lateral-force resisting systems are assemblies used to resist earthquake or wind forces and include pre-fabricated steel and wood shearwalls, continuous rod tiedown systems, and wall bracing solutions.

Structural Products for Concrete Construction.

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These products are composed of various materials including steel, chemicals and carbon fiber.

They are used primarily to anchor, protect and strengthen concrete, brick and masonry applications in industrial, infrastructure, residential, commercial and DIY projects.

They are used primarily to anchor, protect and strengthen concrete, brick and masonry applications in residential, commercial and DIY projects.

The Company’s product solutions for concrete construction applications contribute to structural integrity and resistance to seismic, wind and gravitational forces.

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As described below, the Company’s concrete construction products include:

• Anchor Products - Anchor products include adhesives, mechanical anchors, carbide drill bits, and powder-actuated pins and tools used for numerous applications of anchoring or attaching elements onto concrete, brick, masonry and steel;

• Repair, Protection and Strengthening Products - Concrete construction repair, protection and strengthening products include grouts, coatings, sealers, mortars, fiberglass and fiber-reinforced polymer systems and asphalt products.

• Anchor Products - Anchor products primarily include adhesives and mechanical anchors used for numerous applications of anchoring or attaching elements onto concrete, brick, masonry and steel;

• Repair, Protection and Strengthening Products - Concrete construction repair, protection and strengthening products include coatings, sealers, mortars, fiberglass and fiber-reinforced polymer systems and asphalt products.

Engineering and Design Services.

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The Company’s early software solutions started by supporting engineers and designers with product selection and specification applications as well as estimating solutions for builders and retailers.

The Company strategically expanded its software offerings to enhance collaboration with building industry partners in an effort to streamline workflows, reduce labor

time and costs, improve accuracy, support scalability, and increase its profitability.

The Company strategically expanded its

software offerings to enhance collaboration with building industry partners in an effort to streamline workflows, reduce labor time and costs, improve accuracy, support scalability, and increase its profitability.

The Company has grown its software solutions to support the growth of many customer groups, such as component manufacturers, builders and lumber yards.

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Distribution Channels and Markets

The Company seeks to expand existing and identify new distributions channels in the markets it serves and expand into new adjacent markets.

The Company seeks to expand existing and identify new distributions channels in the markets it serves.

Presently, the Company primarily serves in three geographic markets, which are also its operating segments, consisting of the North America, Europe and Asia/Pacific segments.

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The Company sells its products through multiple channels, including the following:

The Company intends to increase penetration of the residential market by expanding to markets in which it sells products directly to lumber dealers and cooperatives.

The Company's sales force maintains ongoing contact with these customers and supports the inventory levels, resets, and displays.

The Company sells a significant portion of its products directly to lumber dealers and building materials cooperatives that serve residential and light commercial construction markets.

The Company's sales force maintains ongoing contact with these customers and supports the inventory levels, resets, and in-store displays.

Many dealer customers currently purchase the Company’s connectors, and the Company intends to expand penetration within these accounts by increasing adoption of additional product lines, including anchors and fasteners.

• Home Centers.

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The Company has further developed extensive bar coding and merchandising aids and has devoted a portion of its research and development efforts to DIY products.

The Company’s sales to home centers increased year-over-year in 2024, 2023 and 2022.

• Wood Component Manufacturers.

The Company works directly with wood component manufacturer customers.

The Company continues to develop its software solutions, equipment offerings, and provide better technology solutions increasing its truss connector plate sales as well as other Simpson Strong-Tie core products sales within the component industry.

The Company works directly with wood component manufacturer customers and intends to further increase penetration in this market.

The Company continues to expand its portfolio of software, equipment, and technology-enabled solutions designed to support component manufacturing operations, which in turn drive increased adoption of truss connector plates as well as other Simpson Strong-Tie core products within the component industry.

• OEM Relationships.

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The Company regularly evaluates its distribution coverage and the service level provided by its distributors, and from time to time implement changes.

The Company evaluates distributors' product mix and conducts promotion to encourage them to add the Company's products that complement the mix of their product offerings in their markets.

The Company evaluates distributors' product mix and conducts promotions to encourage them to add the Company's products that complement the mix of their product offerings in their markets.

• Contractors.

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• new connectors and fasteners for mass timber and offsite constructions;

• connections for structural steel construction;

• new connectors for cold formed steel applications;

• new fastener products and tools for wood construction;

• new mechanical and adhesive anchors for concrete and masonry construction.

• new repair and strengthening systems for concrete and masonry applications.

By executing on its research and development strategy, the Company intends to continue to expand its product offerings.

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Currently, in the U.S.

26 of the top 30 builders (based on number of housing starts per year) are engaged in our builder program.

25 of the top 30 builders (based on number of housings starts per year) are engaged in our builder program.

The Company encounters a variety of competitors that vary by product line, end market, and geographic area.

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While we do not believe that any single company competes with us across all of our product lines and distribution channels, certain companies compete in one or more product categories and/or distribution channels.

Since 1956, through the Simpson Strong-Tie® brand, the Company has led the industry in the wood connectors products space and a growing presence in both the concrete and fastener markets in the U.S.

Since 1956, through the Simpson Strong-Tie® brand, the Company has led the industry in the wood connectors products space and has a growing presence in both the concrete and fastener markets in the U.S.

The Company has successfully increased its market share over the years through:

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• strong relationships with engineers that get our products specified on the blueprint and pulled through to the job site;

• strategic partnerships with builders that reinforce long-term supply relationships and drive demand across dealers;

• active involvement with code officials to improve building codes and construction practices.

The Company believes these value-added services are competitive differentiators and provides the Company with a competitive advantage, helping it to achieve industry-leading margins, strong brand recognition and a trusted reputation.

The Company also provides engineering services in support of some of our products and increasingly offer design and other software that facilitates the specification, selection and use of our products.

The Company also provides engineering services in support of some of our products and increasingly offers design and other software that facilitates the specification, selection and use of our products.

The Company is also investing in software technology, such as 3D visualization software tools, truss design and specification software, Artificial Intelligence (“AI”), and construction-related software, in order to drive increased specification and use of our building material products with engineers, truss component manufacturers, builders, lumber dealers, and homeowners as well as to support our customers with additional solutions and services.

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The Company’s practice is to seek cost savings and enhanced quality by developing business relationships with and purchasing from a limited number of suppliers.

The Company purchases steel at market prices, which fluctuate as a result of supply and demand driven by prevailing economic conditions in the marketplace.

The Company purchases steel at market prices, which fluctuates as a result of supply and demand driven by prevailing economic conditions in the marketplace.

The steel industry is highly cyclical and prices for the Company’s raw materials are influenced by numerous factors beyond the Company’s control including geopolitical and macroeconomic factors, supply constraints and supply chain disruptions, foreign currency fluctuations, import tariffs and duties, and unsettled international trade disputes.

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Seasonality and Cyclicality

Although the Company’s sales have been seasonal and cyclical, with operating results varying from quarter to quarter, as a result of our European operations, primarily ETANCO, overall sales are becoming less seasonal.

Our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters of a fiscal year, as the Company's customers tend to purchase construction materials in the late spring and summer months for the construction season.

Additionally, weather conditions, such as extended cold or wet weather, affecting and sometimes delaying installation of some of its products, would negatively affect the Company's results of operations.

Operating results vary from quarter to quarter and with economic cycles.

Although the Company’s sales are also dependent, to a degree, on the U.S.

residential home c onstruction industry, the North America Segment accounted for approximately 77.8% of our net sales for the fiscal year ended December 31, 2024.

As noted above, the same efforts to mitigate the Company's reliance on housing starts have also softened

the effects of seasons and adverse weather on the Company's quarterly results.

The Company’s sales have historically been seasonal and cyclical, with operating results varying from quarter to quarter.

Sales and income have typically been lower in the first and fourth quarters than in the second and third quarters of a fiscal year, as customers generally purchase construction materials in the late spring and summer months for the construction season.

In addition, weather conditions, such as extended periods of cold or wet weather, can delay installation of certain products and negatively affect the Company’s results of operations.

Operating results may also vary with broader economic cycles.

The Company’s sales remain influenced, in part, by activity levels in the U.S.

residential construction industry, with the North America Segment accounting for approximately 77.8% of net sales for the fiscal year ended December 31, 2025.

However, the Company’s efforts to diversify its end markets, geographic exposure, and product offerings have helped mitigate reliance on

housing starts and have softened the effects of seasonality and adverse weather on quarterly operating results.

See “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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As of December 31, 2025, our employees, including those employed by consolidated subsidiaries, by region were approximately:

Asia Pacific 718

Americas 3,276

Inclusion and Belonging

Our commitment to inclusion and belonging starts at the top with a highly skilled and diverse board.

We strive to have employees representing different genders, ages, ethnicities and abilities by implementing thoughtful, customized solutions and programs.

We strive to have employees representing different backgrounds, genders, ages, ethnicities, veteran status, and abilities by implementing thoughtful, customized solutions and programs.

As of December 31, 2025, we had the following global gender demographics:

Not Disclosed

Women Men Not Disclosed

All employees 22.0% 69.7% 8.3%

22.0% 70.0% 8.0%

Individual Contributors 22.3% 68.9% 8.8%

23.0% 68.0% 9.0%

Middle Management 19.9% 74.0% 6.0%

20.0% 75.0% 5.0%

Senior Leadership 19.4% 80.6% —%

16.0% 84.0% —%

As of December 31, 2025, our U.S.

employees had the following race and ethnicity demographics:

Individual Contributors

Middle Management

Senior Leadership

Employees Individual Contributors Middle Management Senior Leadership

American Indian or Alaska Native 0.7% 0.8% 0.2% —%

1.0% 1.0% —% —%

10.0% 10.0% 8.0% 14.0%

Asian 10.1% 10.6% 6.9% 20.6%

Black or African American 10.1% 11.1% 4.8% 2.9%

9.0% 10.0% 4.0% 3.0%

Hispanic or Latino 22.3% 24.6% 11.4% —%

19.0% 21.0% 9.0% —%

Native Hawaiian or Other Pacific Islander 0.6% 0.7% 0.4% —%

1.0% 1.0% —% —%

Two or More Races 2.2% 2.2% 2.3% —%

2.0% 2.0% 2.0% —%

52.0% 48.0% 73.0% 77.0%

White 53.4% 49.4% 73.5% 76.5%

Not disclosed 0.5% 0.6% 0.4% —%

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A vital part of our business is providing our workforce with a safe, healthy and sustainable working environment.

Our Environmental, Health and Safety program focuses on implementing change through employee observation feedback channels to recognize risk and continuously improve our processes, as well as conducting regular risk reviews and self-audits at our manufacturing facilities around the world to explore new opportunities to reduce potential employee exposure to occupational injuries.

Our Environmental, Health and Safety program focuses on implementing changes through employee observation feedback channels to recognize risk and continuously improve our processes, as well as conducting regular risk reviews and self-audits at our manufacturing facilities around the world to explore new opportunities to reduce potential employee exposure to occupational injuries.

Our continuous focus on workplace safety has enabled us to preserve business continuity without sacrificing our commitment to keeping our colleagues and workplace visitors safe.

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As of December 31, 2025, approximately 19.4% of the Company’s employees are represented by labor unions and are covered by collective bargaining agreements.

We have two facility locations with collective bargaining agreements covering tool and die craftsmen, maintenance workers, and sheet-metal workers.

We have two U.S.

facility locations with collective bargaining agreements covering tool and die craftsmen, maintenance workers, and sheet-metal workers.

Furthermore, we have a U.S.

facility with collective bargaining agreements covering warehouse workers.

In Stockton, California, two union contracts will expire in June 2027 and September 2028, respectively.

In Riverside, California, two union contracts will expire on February 28, 2025, which is in the process of being renegotiated and in June 2026, respectively.

The Company also has two collective bargaining agreements in France, one under the Convention collective nationale de la métallurgie and the other under Plasturgie.

In Riverside, California, two union contracts will expire in June 2026 and March 2029, respectively.

In Enfield, Connecticut, one union contract will expire in December 2029.

The Company also has three collective bargaining agreements in France, one under the Convention collective nationale de la métallurgie, another under Plasturgie and a third under the Fédération Française du Bâtiment.

Based on current information and subject to future events and circumstances, we believe 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.

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Printed copies of any of these materials will also be provided free of charge on request.

Through the "Governance" page of our website, it is also possible to access copies of the charters for our Audit and Finance Committee, Compensation and Leadership Development Committee, Corporate Strategy and Acquisitions Committee and Nominating and ESG Committee, Sustainability Reports, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics.

Through the “Governance” page of our website, it is also possible to access copies of the charters for our Audit and Finance Committee, Compensation and Leadership Development Committee, Corporate Strategy and Acquisitions Committee and Nominating and CSR Committee, Sustainability Reports, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics.

Each of these documents is made available free of charge.

We intend to disclose on our website any amendment to, or waiver of, any provisions of our Code of Business Conduct and Ethics that apply to any of our directors, executive officers or senior financial officers that would otherwise be required to be disclosed under the rules of the SEC or the

New York Stock Exchange (the "NYSE").

We intend to disclose on our website any amendment to, or waiver of, any provisions of our Code of Business Conduct and Ethics that apply to any of our directors,

executive officers or senior financial officers that would otherwise be required to be disclosed under the rules of the SEC or the New York Stock Exchange (the “NYSE”).

The foregoing information regarding our website and its content is for your convenience only.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business