What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-03-03 · 59 added, 49 removed, 344 unchanged (24% of the section changed)

39 unchanged sentences

The price of steel has historically fluctuated on a cyclical basis and has often depended on a variety of factors over which we have no control including geopolitical and macroeconomic conditions and currency exchange rates.

Import tariffs and/or other mandates also could significantly increase the prices on raw materials that are critical to our business, such as steel.

Import tariffs and/or other mandates also could significantly increase the prices of raw materials that are critical to our business, such as steel.

In 2025, changes to tariffs on certain imported fastener and anchor products negatively impacted our cost structure, contributing to a decline in gross margin in the North America segment.

The cost of producing our products is also sensitive to the price of energy.

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We face significant competition in the markets we serve and we may not be able to compete successfully.

In order to compete effectively we must continue to develop enhancements to our existing products, new products and services on a timely basis that meet changing consumer preferences and successfully develop, manufacture and market these new products, product enhancements and services.

There can be no assurance that we will be successful in developing and marketing new products, product enhancements, additional technologies and services.

Many of our competitors are dedicating increasing resources to competing with us, especially as our products and services become more affected by technological advances and software innovations.

Many of our competitors are also leveraging AI to improve product capabilities and operational efficiency, which could further intensify competition.

Our inability to effectively compete could reduce the sales of our products and services, which could have a material adverse impact on our business, financial condition, and results of operations.

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Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.

We make statements about our environmental, social and governance goals and initiatives through information provided on our website, press statements and other communications, including through our Environmental, Social and Governance Report.

Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires investments and are impacted by factors that may be outside our control.

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Our recent efforts to increase our technology offerings and integrate new software and application offerings may prove unsuccessful and may affect our future prospects.

In North America the residential construction industry has experienced increased complexity in some home design and builders are more aggressively trying to reduce their costs.

In North America the residential construction industry has experienced increased complexity in some home designs and builders are more aggressively trying to reduce their costs.

One of our responses has been to develop and market sophisticated software and applications to facilitate the specification, selection and use of our product systems.

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Despite these efforts security of our computer networks could be compromised which could impact operations and confidential information could be misappropriated, which could lead to negative publicity, loss of sales and profits or cause us to incur significant costs to reimburse third- parties for damages, which could adversely impact profits.

We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection, to the extent possible.

However, we continue to see increasingly complex, rigorous and more stringent state and national regulatory standards enacted to protect businesses and personal data, including the General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act of 2018 ("CCPA").

GDPR is a comprehensive European Union privacy and data protection reform, effective in 2018, which applies to companies that are organized in the European Union or otherwise provide services to consumers who reside in the European Union, and imposes strict standards regarding the sharing, storage, use, disclosure and protection of end user data and significant penalties (monetary and otherwise) for non-compliance.

The CCPA, which became effective in 2023 established a new privacy framework for covered businesses by, among other things, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.

More recently, on November 3, 2020, California enacted the California Privacy Rights Act (the “CPRA”).

The CPRA, which went into effect on January 1, 2023, expands upon the protections provided by the CCPA, including new limitations on the sale or sharing of consumers' personal information, and the creation of a new state agency to enforce the CPRA’s protections.

Any failure to comply with GDPR, the CCPA, the CPRA, or other state or regulatory standards, could subject the Company to legal and reputational risks.

Misuse of or failure to secure personal information could also result in violation of data privacy laws and

regulations, proceedings against us by governmental entities or others, damage to our reputation and credibility, and could have a material adverse effect on our business and results of operations.

We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection.

However, we continue to see increasingly complex, rigorous and more stringent regulatory standards enacted to protect businesses and personal data.

In the United States, we are subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, “CCPA”), which grants California residents significant rights over their personal information and imposes substantial compliance obligations on covered businesses.

Numerous other states—including Virginia, Colorado, Connecticut, Texas, Oregon, Montana, Delaware, Indiana, Iowa, Tennessee and others—have enacted comprehensive privacy laws with varying requirements, and additional states continue to consider similar legislation.

This patchwork of state laws creates compliance complexity and increases the risk of inadvertent violations.

Certain state laws, including the CCPA, provide for statutory damages and private rights of action in connection with data breaches, which could expose us to significant liability.

Internationally, we are subject to the European Union's General Data Protection Regulation (“GDPR”), the UK GDPR and other data protection regimes that impose strict requirements on the processing of personal data and provide for substantial fines for non-compliance.

Cross-border data transfers are subject to evolving legal requirements, and mechanisms we rely on to transfer data internationally may be challenged or invalidated, which could disrupt our operations or require us to implement costly alternative arrangements.

Any failure to comply with GDPR, the CCPA, or other domestic or international regulatory standards, could subject the Company to legal and reputational risks.

Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against us by governmental

entities or others, damage to our reputation and credibility, and could have a material adverse effect on our business and results of operations.

We publicly post our privacy policies and practices concerning our processing, use, and disclosure of personally identifiable information on our websites.

If we fail to adhere to our privacy policy and other published statements or applicable laws concerning our processing, use, transmission and disclosure of protected information, or if our statements or practices are found to be deceptive or misrepresentative, we could face regulatory actions, fines and other liability.

We rely on complex software systems and hosted applications to operate our business, and our business may be disrupted if we are unable to successfully and efficiently update these systems or convert to new systems.

We are increasingly dependent on technology systems to operate our business, reduce costs, and enhance customer service.

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We also migrate from legacy systems to new systems from time to time.

Maintaining existing software systems, implementing upgrades and converting to new systems are costly and require a significant allocation of personnel and other resources.

Maintaining existing software systems, implementing upgrades and converting them to new systems are costly and require a significant allocation of personnel and other resources.

The implementation of these systems upgrades and conversions is a complex and time-consuming project involving substantial expenditures for implementation activities, consultants, system hardware and software, often requires transforming our current business and financial processes to conform to new systems, and therefore, may take longer, be more disruptive, and cost more than forecast and may not be successful.

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If we do not obtain all necessary import and export licenses required by applicable export and import regulations, including ITAR and EAR, or do business with sanctioned countries or individuals, we may be subject to fines, penalties and other regulatory action by governmental authorities, including, among other things, having our export or import privileges suspended.

Even if our policies and procedures for exports, imports and sanction regulations comply, but our employees fail or neglect to follow them in all respects, we might incur similar liability.

Even if our policies and procedures for exports, imports and sanction regulations comply, our employees fail or neglect to follow them in all respects, we might incur similar liability.

Any changes in applicable export, import or sanction laws or regulations or any legal or regulatory violations could materially and adversely affect our business and financial condition.

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Numerous countries, including European Union member states, have already enacted legislation incorporating the global minimum tax with effect and widespread implementation of a global minimum tax is expected by 2025.

While we are subject to Pillar II, the enacted legislative changes to date did not have a material impact to our overall operations.

While we are subject to Pillar II, the legislative changes enacted to date did not have a material impact on our overall operations.

As the legislation becomes effective in other countries in which we do business, our taxes could increase and negatively impact our provision for income taxes.

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This increasingly complex global tax environment could increase tax uncertainty, which could in turn result in higher compliance costs and adverse effects on our financial performance.

We are also subject to regular reviews, examinations and audits by numerous taxing authorities with respect to income and non-income based taxes.

We are also subject to regular reviews, examinations and audits by numerous tax authorities with respect to income and non-income based taxes.

Economic and political pressures to increase tax revenues in jurisdictions in which we operate, or the adoption of new or reformed tax legislation or regulation, also could make resolving any tax disputes more difficult and the final resolution of any tax audits could have an adverse effect on our financial performance.

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The impact of public health crises could have a significant effect on supply and/or demand for our products and services and have a negative impact on our business, financial condition and results of operations.

Global pandemics, such as COVID-19, or other public health crises may adversely affect, among other things, our supply chain and associated costs;

Global pandemics, or other public health crises may adversely affect, among other things, our supply chain and associated costs;

demand for our products and services;

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Changes in government and industry regulatory standards pertaining to health and safety and various political factors could have a material adverse effect on our business, financial condition or results of operations.

Public health crises, such as the COVID-19 pandemic, and the measures taken in response to such events have in the past negatively impacted, and may again in the future negatively impact, our operations and workforce, as well as those of our partners, customers and suppliers.

Public health crises, global pandemics, and the measures taken in response to such events have in the past negatively impacted, and may again in the future negatively impact, our operations and workforce, as well as those of our partners, customers and suppliers.

Additionally, concerns over the economic impact of such events have, from time to time, caused increased volatility in financial and other capital markets.

7 unchanged sentences

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

In addition, weather conditions, such as unseasonably warm, cold or wet weather, which affect, and sometimes delay or accelerate installation of some of our products, may significantly affect our results of

Sales that we anticipate in one quarter may occur in another quarter, affecting both quarters’ results and potentially our stock price.

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Climate change, drought, weather conditions and storm activity could have a material adverse impact on our results of operations.

In North America, weather conditions and the level of severe storms can have a significant impact on the markets for residential construction and home improvement.

In North America and Europe, weather conditions and the level of severe storms can have a significant impact on the markets for residential construction and home improvement.

As a result, climate change that results in altered weather conditions or storm activity could have a significant impact on our business by:

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Some of our manufacturing facilities are located in geographic regions that have experienced, or may experience in the future, major natural disasters and other catastrophes, such as fires, earthquakes, floods and hurricanes.

Our disaster recovery plan may not be adequate or effective to respond in such events.

Further, although we maintain various form and levels of insurance to protect us against potential loss exposures, the scope of our available insurance coverage may not be adequate to protect us against all potential risks.

Our disaster recovery plan may not be adequate or effective to respond to such events.

Further, although we maintain various forms and levels of insurance to protect us against potential loss exposures, the scope of our available insurance coverage may not be adequate to protect us against all potential risks.

For example, we do not carry earthquake insurance and other insurance that we carry is limited in the risks covered and the amount of coverage.

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Although we are insured for damages above a certain amount, we bear the costs and expenses associated with defending claims, including frivolous lawsuits, and are responsible for damages up to the insurance retention amount.

The insurance that we carry is limited in the amount of coverage and may not be adequate to cover all of our resulting costs, business interruption and lost profits if we are subject to product liability claims.

The insurance that we carry is limited in terms of coverage and may not be adequate to cover all of our resulting costs, business interruption and lost profits if we are subject to product liability claims.

We might also face increases in premiums and reductions in the availability of insurance covering product liability, which could have a significant impact on our business.

In addition to claims concerning individual products, as a manufacturer, we can be subject to costs, potential negative publicity and lawsuits related to product recalls, which could adversely impact our results of operations and damage our reputation.

We also face product liability exposure when our products are incorporated into residential construction by home builders.

When home builders are sued for construction-related claims, including claims alleging defective construction, water intrusion,

structural failures or building code violations, they may seek indemnification or contribution from us as a product supplier, or plaintiffs may name us directly as a defendant.

These claims may arise years after our products were sold and installed, and may involve multiple parties, complex allocation disputes and protracted litigation.

Construction defect litigation is common in certain jurisdictions and can result in significant defense costs and potential liability, regardless of whether our products were the proximate cause of the alleged damage.

Design defects, labeling defects, product formula defects, inaccurate chemical mixes, product recalls and/or product liability claims could harm our business, reputation, financial condition and results of operations.

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Any software errors or deficiencies or failures in our engineering services could have material adverse effects on our business, reputation, financial condition, results of operations and cash flows .

Our planning/design software applications facilitate the creation by customers of complex construction and building designs and is extremely complex.

Our planning/design software applications facilitate the creation by customers of complex construction and building designs and are extremely complex.

If our software applications contain defects or errors, our engineers prepare, approve or seal drawings that contain defects or we are otherwise involved in any design or construction that contains flaws, regardless of whether we caused such flaws, we may be required to correct deficiencies and may become involved in litigation.

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Our success also depends on our ability to identify, attract, hire and retain our key personnel.

We face strong competition for such personnel and may not be able to attract or retain such personnel.

We face strong competition for such personnel and

may not be able to attract or retain such personnel.

In addition, when we experience periods with little or no profits, a decrease in compensation based on our profits may make it difficult to attract and retain highly qualified personnel.

We may not be able to attract and retain key personnel or may incur significant costs to do so.

Our work force could become increasingly unionized in the future and our unionized or union-free work force could strike, which could adversely affect the stability of our production and reduce our profitability.

Our workforce could become increasingly unionized in the future and our unionized or union-free workforce could strike, which could adversely affect the stability of our production and reduce our profitability.

A significant number of our employees are represented by labor unions and covered by collective bargaining agreements that will expire between 2026 and 2029.

Generally, collective bargaining agreements that expire may be terminated after notice by the union.

After termination, the union may authorize a strike similar to the strike which was initiated at our Stockton facility in the third quarter of 2019.

Although we believe that our relations with our employees are generally good, no assurance can be given that we will be able to successfully extend or renegotiate our collective bargaining agreements as they expire.

After termination, the union may authorize a strike.

Although we believe that our relations with our employees are generally good, we have experienced strikes in the past, and no assurance can be given that we will be able to successfully extend or renegotiate our collective bargaining agreements as they expire.

If we fail to extend or renegotiate our collective bargaining agreements, if disputes with our unions arise, or if the workers covered by one or more of the collective bargaining agreements engage in a strike, lockout, or other work stoppage, we could have a material adverse effect on production at one or more of our facilities, incur higher labor costs, and, depending upon the length of such dispute or work stoppage, on our business, results of operations, financial position a nd liquidity.

Capital Expenditures, Expansions, Acquisitions and Divestitures Risks

Our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner.

Our capital expenditures are limited by our liquidity and capital resources and the amount we have available for capital spending is limited by the need to pay our other expenses and to maintain adequate cash reserves and borrowing capacity to meet unexpected demands that may arise.

Productivity improvements through process re-engineering, design efficiency and manufacturing cost improvements may be required to offset potential increases in labor and raw material costs and competitive price pressures.

If we are unable to make sufficient capital expenditures, or to maximize the efficiency of the capital expenditures we do make, our competitive position may be harmed, and we may be unable to manufacture the products necessary to compete successfully in our targeted market segments.

Additional financing, if needed, to fund our working capital, growth or other business requirements may not be available on reasonable terms, or at all.

If the cash needed for working capital or to fund our growth or other business requirements increases to a level that exceeds the amount of cash that we generate from operations and have available through our current credit arrangements, we will need to seek additional financing.

Additional or new borrowings may not be available on reasonable terms, or at all.

Our ability to raise money by issuing and selling shares of our common or preferred stock depends on general market conditions and the demand for our stock.

If we sell stock, our existing stockholders could experience substantial dilution.

Our inability to secure additional financing could prevent the expansion of our business, internally and through acquisitions.

Acquisitions, divestitures, and other strategic transactions could fail to achieve financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations.

In furtherance of our business strategy, we routinely evaluate opportunities and may enter into agreements for possible acquisitions, divestitures, or other strategic transactions.

A significant portion of our growth has been generated by acquisitions, such as the acquisition of ETANCO and we may continue to acquire businesses in the future as part of our growth strategy.

A significant portion of our growth has been generated by acquisitions, and we may continue to acquire businesses in the future as part of our growth strategy.

Furthermore, there is no assurance that any such transaction will result in synergistic benefits.

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In addition, future acquisitions may involve issuance of additional equity securities that dilute the value of our existing equity securities, increase our debt, cause impairment related to goodwill and cause impairment of, and amortization expenses related to, other intangible assets, which could materially and adversely affect our profitability.

Our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner.

If we are unable to make sufficient capital expenditures, or to maximize the efficiency of the capital expenditures we do make, our competitive position may be harmed and we may be unable to manufacture the products necessary to compete successfully in our targeted market segments.

Additional financing, if needed, to fund our working capital, growth or other business requirements may not be available on reasonable terms, or at all.

Additional or new borrowings may not be available on reasonable terms, or at all.

Our ability to raise money by issuing and selling shares of our common or preferred stock depends on general market conditions and the demand

for our stock.

If we sell stock, our existing stockholders could experience substantial dilution.

Our inability to secure additional financing could prevent the expansion of our business, internally and through acquisitions.

Regulatory Risks

Failure to comply with industry regulations could result in reduced sales and increased costs.

We are subject to environmental laws and regulations governing emissions into the air, discharges into water, and generation, handling, storage, transportation, treatment and disposal of waste materials.

We are also subject to other federal and state laws and regulations regarding health and safety matters.

Our operations are subject to extensive and increasingly stringent federal, state and local environmental, health and safety laws and regulations, including the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA” or “Superfund”), the Toxic Substances Control Act (“TSCA”), the Occupational Safety and Health Act (“OSHA”) and their state counterparts.

These laws regulate, among other things, air emissions, wastewater discharges, the generation, handling, storage, transportation, treatment and disposal of hazardous and non-hazardous wastes, the investigation and remediation of contaminated sites, and workplace health and safety.

Our manufacturing operations involve the use of solvents, chemicals, oils and other materials that are regarded as hazardous or toxic.

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• gun powder used in our powder-actuated tools, which is explosive.

We have in the past, and may in the future, need to take steps to remedy our failure to properly label, store, transport, use and manufacture such toxic and hazardous materials.

If we do not obtain all material licenses and permits required by environmental, health and safety laws and regulations, or otherwise fail to comply with applicable laws and regulations, we may be subject to regulatory action by governmental authorities.

If our policies and procedures are flawed, or our employees fail or neglect to follow our policies and procedures in all respects, we might incur liability.

Relevant laws and regulations could change or new ones could be adopted that require us to incur substantial expense to comply.

Relevant laws and regulations could change, or new ones could be adopted that require us to incur substantial expenses to comply.

Permit requirements may change, and we may face delays or denials in obtaining or renewing permits, which could limit or disrupt our operations.

We may also be required to install additional pollution control equipment or modify our operations to comply with new or more stringent requirements, which could require significant capital expenditures.

Complying or failing to comply with conflict minerals regulations could materially and adversely affect our supply chain, our relationships with customers and suppliers and our financial results.

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While we have been successful to date in adapting to such regulations, we have and will continue to incur added costs to comply with the disclosure requirements, including costs related to determining the source of such minerals used in our products.

We may not be able to ascertain the origins of such minerals that we use and may not be able to satisfy requests from customers to certify that our products are free of conflict minerals.

We may not be able to ascertain the origins of such minerals as we use and may not be able to satisfy requests from customers to certify that our products are free of conflict minerals.

These requirements also could constrain the pool of suppliers from which we source such minerals.

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Our amended and restated certificate of incorporation and bylaws contain provisions that may discourage, delay or prevent a change in control of our Company or changes in our management that our stockholders may deem advantageous.

For example, under our charter documents, our stockholders cannot call special meetings and cannot take action by written consent.

For example, under our charter documents, our stockholders cannot call special meetings and cannot take action with written consent.

Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay or prevent a change in control of our company.

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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 1A. Risk Factors