9 unchanged sentences
Refer to “Note 9 — Derivative Instruments” to the Company’s consolidated financial statements.
−Removed: Foreign currency translation adjustments on our underlying assets and liabilities resulted in an accumulated other comprehensive loss of $37.3 million for the year ended December 31, 2024, due to the effects of the strengthening United States Dollar in relation to almost all other countries.
+Added: Foreign currency translation adjustments on our underlying assets and liabilities resulted in an accumulated other comprehensive gain of $69.3 million for the year ended December 31, 2025, due to the effects of the strengthening United States Dollar in relation to almost all other countries.
The loss was partially offset by $38.1 million in accumulated other comprehensive losses from foreign currency forward contracts.
1 unchanged sentence
Interest Rate Risk
−Removed: Our primary exposure to interest rate risk results from outstanding borrowings under the Amended and Restated Credit Agreement, which bears interest at variable rates.
−Removed: As of December 31, 2024, the outstanding debt under the Amended and Restated Credit Agreement subject to interest rate fluctuations was $388.1 million.
+Added: Our primary exposure to interest rate risk results from outstanding borrowings under the Second Amended and Restated Credit Agreement, which bears interest at variable rates.
+Added: As of December 31, 2025, the outstanding debt under the Second Amended and Restated Credit Agreement subject to interest rate fluctuations was $374.2 million.
The variable interest rates on the Credit Agreement fluctuate and expose us to short-term changes in market interest rates as our interest obligation on this instrument is based on prevailing market interest rates.
Interest rates fluctuate as a result of many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control.
−Removed: We have entered into an interest rate swap agreement to convert the variable interest rate on our revolver and term loan to fixed interest rates.
+Added: We have an interest rate swap agreement to convert the variable interest rate on our revolver and term loan to fixed interest rates.
The objective of the interest rate swap agreement is to eliminate the variability of the interest payment cash flows associated with the variable interest rate outstanding under the borrowings.
3 unchanged sentences
In the normal course of business, we are exposed to market risk related to our purchase of steel, a significant raw material upon which our manufacturing depends.
−Removed: Steel cost started decreasing at the end of 2022 with prices stabilizing by the end of 2023 and during 2024 .
+Added: Steel costs started decreasing at the end of 2022 with prices stabilizing by the end of 2023 and during 2024 and 2025.
While steel is typically available from numerous suppliers, the price of steel is a commodity subject to fluctuations that apply across broad spectrums of the steel market.
We do not use any derivative or hedging instruments to manage steel price risk.
−Removed: If the price of steel increases, our variable costs would also increase.
+Added: If the price of steel increases, our variable costs will also increase.
While historically we have successfully mitigated these increased costs through the implementation of price increases, in the future we may not be able to successfully mitigate these costs, which could cause our operating margins to decline.
12 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: Board of Directors and Stockholders
+Added: Board of Directors and Shareholders
Simpson Manufacturing Co., Inc.
90 unchanged sentences
Total liabilities, mezzanine equity, and stockholders’ equity $ 3,073,626 $ 2,736,168
−Removed: $ 2,736,168 $ 2,704,724
The accompanying notes are an integral part of these consolidated financial statements
16 unchanged sentences
Income from operations 458,065 429,975 475,149
−Removed: Interest income (expense), net and other financing costs 5,277 3,391 ( 7,594 )
+Added: Interest income, net and other financing costs
+Added: 8,337 5,277 3,391
Other & foreign exchange loss, net ( 3,929 ) ( 1,209 ) ( 1,993 )
11 unchanged sentences
Weighted average number of shares of common stock outstanding
−Removed: 42,182 42,598 42,925
+Added: Basic 41,718 42,182 42,598
Diluted 41,861 42,383 42,837
8 unchanged sentences
Earnings Accumulated
−Removed: Comprehensive loss
−Removed: DCP Vested Treasury
+Added: Comprehensive Loss DCP Vested Treasury
Shares Par Value Stock Total
−Removed: Balance as of January 1, 2022 43,217 $ 432 $ 294,330 $ 906,841 $ ( 17,605 ) — $ — $ 1,183,998
+Added: Balance as of December 31, 2022 42,560 $ 425 $ 298,983 $ 1,118,030 $ ( 4,059 ) $ — $ — $ 1,413,379
Net income — — — 353,987 — — — 353,987
2 unchanged sentences
Cash flow hedges, net of tax — — — — ( 25,694 ) — — ( 25,694 )
−Removed: — — — — 32,214 — — 32,214
Stock-based compensation expense — — 19,627 — — — — 19,627
Repurchase of common stock ( 361 ) — — — — — ( 50,363 ) ( 50,363 )
−Removed: Retirement of common stock — ( 8 ) — ( 78,614 ) — — 78,622 —
Cash dividends declared on common stock, $1.07 per share — — — ( 45,463 ) — — — ( 45,463 )
6 unchanged sentences
Cash flow hedges, net of tax — — — — 2,486 — — 2,486
−Removed: — — — — ( 25,694 ) — — ( 25,694 )
−Removed: Stock-based compensation expense — — 19,627 — — — — 19,627
+Added: Stock-based compensation and deferred compensation ("DCP") expense ( 12 ) — 6,696 — — — — 6,696
+Added: Common stock held in DCP — — 1,297 — — ( 1,297 ) — —
+Added: Change in redemption value of share awards in DCP — — — ( 2,311 ) — — — ( 2,311 )
+Added: Acquisition of redeemable noncontrolling interests — — ( 6,171 ) ( 2,742 ) — — — ( 8,913 )
Repurchase of common stock including excise tax ( 559 ) — — — — — ( 100,771 ) ( 100,771 )
+Added: Retirement of common stock — ( 3 ) — ( 50,360 ) — — 50,363 —
Cash dividends declared on common stock, $1.11 per share — — — ( 46,797 ) — — — ( 46,797 )
Shares issued from release of restricted stock units 126 1 ( 7,744 ) — — — — ( 7,743 )
−Removed: Common stock issued at $197.98 per share 10 — 1,940 — — — — 1,940
Balance as of December 31, 2024 41,878 424 307,197 1,646,568 ( 46,773 ) ( 1,297 ) ( 100,771 ) 1,805,348
3 unchanged sentences
Cash flow hedges, net of tax — — — — ( 38,144 ) — — ( 38,144 )
−Removed: — — — — 2,486 — — 2,486
Stock-based compensation and deferred compensation plan ("DCP") expense
1 unchanged sentence
Common stock held in DCP ( 16 ) — 1,724 — — ( 2,019 ) — ( 295 )
−Removed: Change in redemption value of share awards in DCP — — — ( 2,311 ) — — — ( 2,311 )
+Added: The accompanying notes are an integral part of these consolidated financial statements
+Added: Distribution/ diversification of common stock held in DCP 1 — 57 — — 162 — 219
Acquisition of redeemable noncontrolling interests — — ( 116 ) — — — — ( 116 )
Repurchase of common stock, including excise tax ( 700 ) — — — — — ( 121,035 ) ( 121,035 )
−Removed: Retirement of common stock ( 3 ) — ( 50,360 ) — 50,363 —
+Added: Retirement of treasury stock ( 6 ) — ( 100,765 ) — 100,771 —
Cash dividends declared on common stock, $1.15 per share — — — ( 47,827 ) — — — ( 47,827 )
Shares issued from release of Restricted Stock Units 71 1 ( 4,713 ) — — — — ( 4,712 )
+Added: Common stock issued at $165.83 per share 21 — 3,526 — — — — 3,526
Balance at December 31, 2025 41,255 $ 419 $ 324,846 $ 1,843,289 $ ( 14,603 ) $ ( 3,154 ) $ ( 121,035 ) $ 2,029,762
10 unchanged sentences
Gain on sale of assets and other ( 16,502 ) ( 447 ) ( 558 )
−Removed: Write-off of software development project
+Added: Write-off of equity investment & software development project
Depreciation and amortization 89,951 85,399 74,707
1 unchanged sentence
Release of acquisition related tax and legal contingency — ( 1,797 ) —
−Removed: Inventory step-up expense — — 13,572
−Removed: Loss (income) in equity method investment, before tax 740 281 ( 914 )
+Added: Loss in equity method investment, before tax
Deferred income taxes 11,738 ( 4,239 ) ( 7,541 )
2 unchanged sentences
Provision for credit losses 1,609 115 730
−Removed: 115 730 1,146
Deferred hedge gain ( 8,059 ) ( 3,472 ) ( 3,860 )
12 unchanged sentences
Purchases of equity investments ( 1,566 ) ( 1,615 ) ( 1,361 )
−Removed: Termination forward contracts — — 3,535
Proceeds from sale of property and equipment 28,432 1,885 1,743
4 unchanged sentences
Repayments of line of credit ( 418,988 ) ( 100,752 ) ( 98,679 )
−Removed: Termination of cash flow hedge — — 21,252
Debt issuance costs ( 1,987 ) — —
Repurchase of common stock ( 119,999 ) ( 100,000 ) ( 50,000 )
+Added: Issuance of Company’s common stock
Dividends paid ( 47,580 ) ( 46,500 ) ( 45,201 )
1 unchanged sentence
Acquisition of redeemable noncontrolling interests ( 116 ) ( 8,913 ) —
+Added: Net cash used in financing activities
( 186,084 ) ( 261,464 ) ( 199,034 )
−Removed: Net cash provided by (used in) financing activities ( 261,464 ) ( 199,034 ) 465,526
Effect of exchange rate changes on cash 8,424 ( 7,888 ) 4,343
6 unchanged sentences
Interest $ 11,520 $ 13,435 $ 16,439
−Removed: Income taxes 117,800 123,400 113,208
+Added: Income taxes, net of refunds received
+Added: 112,595 117,800 123,400
Noncash activity during the year for
24 unchanged sentences
Certain prior years’ amounts have been reclassified to conform to the fiscal 2025 presentation.
−Removed: These reclassifications had no impact on the Company's Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Stockholders’ Equity or Consolidated Statements of Cash Flow.
+Added: For the year ended December 31, 2025, the Company reclassified certain 2024 and 2023 engineering costs related to the Company's digital efforts from research and development and engineering expense as well as selling expense to general and administrative expense.
+Added: Additionally, for the year ended December 31, 2025, the Company reclassified certain 2024 and 2023 quality assurance costs from general and administrative expense to cost of sales.
+Added: These reclassifications had no impact on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Stockholders’ Equity or Consolidated Statements of Cash Flows.
Use of Estimates
1 unchanged sentence
Management believes that these Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation under GAAP.
+Added: Effective January 1, 2025, the Company changed its method of computing depreciation of Machinery and Equipment from accelerated methods to a straight-line method.
+Added: The Company determined that the change in depreciation method is considered change in accounting estimate affected by a change in accounting principle.
+Added: Accordingly, a change in accounting estimate affected by a change in accounting principle was applied prospectively.
+Added: The effect of the change to the straight-line method resulted in a reduction of $ 6.8 million in depreciation expense and an estimated $ 5.1 million increase in net income, or approximately $ 0.12 per basic and $ 0.12 per diluted share for the year ended December 31, 2025.
Cash Equivalents
4 unchanged sentences
The Company maintains an allowance for doubtful accounts receivable for estimated future expected credit losses resulting from customers' failure to make payments on its accounts receivable.
−Removed: The Company determines the estimate of the allowance for doubtful accounts receivable by considering several factors, including (1) specific information on the financial condition and the current creditworthiness of customers, (2) credit rating, (3) payment history and historical experience, (4) aging of the accounts receivable, and (5) reasonable and supportable forecasts about collectability .
+Added: The Company determines the estimate of the allowance for doubtful accounts receivable by considering several factors, including (1) specific information on the financial condition and the current creditworthiness of customers, (2) credit rating, (3) payment history and historical experience, (4) aging of the
+Added: accounts receivable, and (5) reasonable and supportable forecasts about collectability .
The Company also reserves 100.0 % of the amounts deemed uncollectible due to a customer's deteriorating financial condition or bankruptcy.
1 unchanged sentence
The changes in the allowance for credit losses for the year ended December 31, 2025 are outlined in the table below:
−Removed: as of Balance
−Removed: (in thousands)
−Removed: December 31, 2023 Expense (Deductions), net Write-Offs 1
+Added: Balance as of Expense (Deductions), net Balance as of
+Added: (in thousands) December 31, 2024 Write-Offs 1
December 31, 2025
Allowance for credit losses $ 2,998 $ 1,609 $ 539 $ 4,068
−Removed: $ 3,881 $ 115 $ 998 $ 2,998
1 Amount is net of recoveries and the effect of foreign currency fluctuations for the year ended December 31, 2025
1 unchanged sentence
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, short-term investments in money market funds and trade accounts receivable.
−Removed: The Company maintains its cash on demand deposit and in money market accounts held in 35 banks, and at times these cash and investments may be in excess of amounts insured by the Federal Deposit Insurance Corporation (FDIC).
+Added: The Company maintains its cash on demand deposit and in money market accounts held in 33 banks, and at times these cash and investments may be in excess of amounts insured by the Federal Deposit Insurance Corporation.
However, we have not experienced any losses on these accounts.
21 unchanged sentences
The Company accounts for investments and ownership interests under either cost or the equity method accounting when it has the ability to exercise significant influence but does not have a controlling financial interest.
−Removed: The Company records its interest in the net earnings of its equity method investees, along with adjustments for unrealized profits or losses within earnings or loss from equity interests in the consolidated statement of operations.
−Removed: The investment is reviewed for impairment whenever factors indicate the carrying amount might not be recoverable and the decrease in value, if any, is recognized in the period the impairment occurs in the consolidated statement of operations.
+Added: The Company records its interest
+Added: in the net earnings of its equity method investees, along with adjustments for unrealized profits or losses within earnings or loss from equity interests in the consolidated statement of operations.
+Added: The investment is reviewed for impairment whenever factors indicate the carrying amount might not be recoverable and the decrease in value, if any, is recognized in the period the impairment that is other-than-temporary occurs in the Consolidated Statements of Operations.
Fair Value of Financial Instruments
15 unchanged sentences
$ 64,526 $ — $ — $ 44,666 $ — $ —
−Removed: Term loan due 2027 (2)
+Added: Derivative instruments - assets (3)
— 13,743 — — 32,355 —
−Removed: Revolver due 2027 (2)
+Added: Investment in deferred compensation plan (4)
— 1,398 — 944 — —
−Removed: Derivative instruments - assets (3)
+Added: Term loan (2)
$ — $ 300,000 $ — $ — $ 388,125 $ —
−Removed: Derivative instruments - liabilities (3)
— 74,247 — — — —
−Removed: Investment in deferred compensation plan (4)
+Added: Derivative instruments - liabilities (3)
— 80,937 — — 7,198 —
11 unchanged sentences
Net deferred gains and losses related to changes in fair value of cash flow hedges are included in accumulated other comprehensive income/loss (“OCI”), a component of stockholders' equity in the Consolidated Balance Sheets;
−Removed: and are reclassified into the line item in the consolidated statement of operations in which the hedged items are recorded in the same period the hedged item affects earnings.
+Added: and are reclassified into the line item in the Consolidated Statements of Operations in which the hedged items are recorded in the same period the hedged item affects earnings.
The effective portion of gains and losses attributable to net investment hedges is recorded net of tax to OCI to offset the change in the carrying value of the net investment being hedged.
−Removed: Recognition in earnings of amounts previously recorded to OCI are limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation.
+Added: Recognition in earnings of amounts previously recorded to
+Added: OCI are limited to circumstances such as complete or substantially complete liquidation of the net investment in the hedged foreign operation.
Changes in fair value of any derivatives that are determined to be ineffective are immediately reclassified from OCI into earnings.
3 unchanged sentences
The Plan is a non-qualified plan that is informally funded by assets in a rabbi trust, which restricts the Company ’ s use and access to the assets held but is subject to the claims of the Company ’ s creditors in the event that the Company becomes insolvent.
−Removed: The amount of compensation to be deferred by participants are based on their own elections and are adjusted for any investment changes that the participants direct.
+Added: The amount of compensation to be deferred by participants is based on their own elections and are adjusted for any investment changes that the participants direct.
This plan does not provide for employer contributions.
4 unchanged sentences
Under plan D, diversification is permitted and the employee has diversified.
−Removed: For common stock that have not been diversified, the employer stock held in the deferred compensation plan is classified in a manner similar to treasury stock and presented separately on the consolidated balance sheets as the Company's common stock held by the non-qualified deferred compensation plan.
−Removed: Common stock will be recorded at fair value of the stock at the time it vested, subsequent changes in the value of the common stock is not recognized.
+Added: For common stock that has not been diversified, the employer stock held in the deferred compensation plan is classified in a manner similar to treasury stock and presented separately on the Consolidated Balance Sheets as the Company's common stock held by the non-qualified deferred compensation plan.
+Added: Common stock will be recorded at fair value of the stock at the time it vested, and subsequent changes in the value of the common stock is not recognized.
The deferred compensation obligations are measured independently at fair value of the common stock with a corresponding charge or credit to compensation cost.
2 unchanged sentences
The deferred compensation obligation is measured independently at fair value of the underlying assets.
−Removed: The Company previously presented certain DCP transactions within existing financial statement line items of the consolidated balance sheets and consolidated statement of stockholders’ equity for periods ended December 31, 2023 .
−Removed: For the year ended December 31, 2024, the Company presented t he equity balances related to "Non-qualified deferred compensation plan share awards" as mezzanine equity for $ 7.8 million and they were combined with stock-based compensation expense in the consolidated statement of stockholders’ equity for the year ended December 31, 2024 .
−Removed: The Company has evaluated the errors both qualitatively and quantitatively and has concluded that they have immaterial impact on the periods presented.
+Added: The Company previously presented certain DCP transactions within existing financial statement line items of the Consolidated Statement of Stockholders’ Equity for period ended December 31, 2023 .
+Added: For the years ended December 31, 2024 and 2025, the Company presented t he equity balances related to “ Non-qualified deferred compensation plan share awards ” as mezzanine equity for $ 7.8 million and $ 5.7 million, respectively, and they were combined with stock-based compensation expense in the consolidated statement of stockholders’ equity for the years ended December 31, 2024 and 2025 .
+Added: The Company has evaluated the errors both qualitatively and quantitatively for the period ended December 31, 2023, and has concluded that they have immaterial impact on the periods presented.
Business Combinations and Asset Acquisitions
15 unchanged sentences
Software, including amounts capitalized for internally developed software is amortized on a straight-line basis over an estimated useful life of three to five years .
−Removed: Machinery and equipment is depreciated using accelerated methods over an estimated useful life of three to ten years .
+Added: Effective January 1, 2025, the Company changed its depreciation method for Machinery and Equipment from accelerated methods to a straight-line method.
+Added: During 2023 and 2024, Machinery and equipment was depreciated using accelerated methods over an estimated useful life of three to ten years .
+Added: For 2025, Machinery and equipment was depreciated using straight-line methods over an estimated useful life of three to ten years .
Buildings and site improvements are depreciated using the straight-line method over their estimated useful lives, which range from 15 to 45 years.
8 unchanged sentences
A director in an uncontested election is elected if the votes cast “for” such director’s election exceed the votes cast “against” such director’s election, except that, if a stockholder properly nominates a candidate for election to the Board of Directors, the candidates with the highest number of affirmative votes (up to the number of directors to be elected) are elected.
−Removed: There are no redemption or sinking fund provisions applicable to common stock.
+Added: There is no redemption or sinking fund provisions applicable to common stock.
Comprehensive Income or Loss
Comprehensive income is defined as net income plus other comprehensive income or loss.
−Removed: Other comprehensive income or loss consists of changes in cumulative translation adjustments, changes in unamortized pension adjustments and changes in the fair value of derivative instruments classified as cash flow hedge instruments, all of which are recorded directly in accumulated other comprehensive income within stockholders’ equity.
+Added: Other comprehensive income or loss consists of changes in cumulative translation adjustments, changes in unamortized pension adjustments and changes in the fair value of derivative instruments classified as cash flow hedge instruments, all of which are recorded directly in accumulated other comprehensive income within Consolidated Statements of Stockholders’ Equity.
Foreign Currency Translation
53 unchanged sentences
Potentially dilutive shares are included in the diluted per-share calculations using the treasury stock method for all periods when the effect of their inclusion is dilutive.
−Removed: Accounting Standard Adopted
−Removed: In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2023-07 requiring enhanced segment disclosures.
−Removed: ASU 2023-07 requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”) included within segment operating profit or loss.
−Removed: Additionally, ASU 2023-07 requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance.
−Removed: The requirements of the ASU are effective for the annual period ending December 31,2024, and requires companies to apply them retrospectively.
−Removed: The Company adopted the ASU using retrospective transition method, and it had no impact on the Company’s consolidated financial statements.
−Removed: Refer to Note 19 for more information.
−Removed: Accounting Standards Not Yet Adopted
+Added: Accounting Standards Adopted
In December 2023, the FASB issued ASU 2023-09 requiring enhanced income tax disclosures.
4 unchanged sentences
Retrospective application is permitted.
−Removed: The Company is in the process of analyzing the impact of the ASU on its Consolidated Financial Statements.
+Added: The Company adopted the ASU using the retrospective transition method, and it had no impact on the Company’s consolidated financial statements.
+Added: Refer to Note 16 for additional information.
+Added: Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03 requiring public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements.
2 unchanged sentences
The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.
+Added: In July 2025, the FASB issued ASU 2025-05 that provides a practical expedient in developing forecasts as part of estimating expected credit losses.
+Added: The amendment permits the Company to elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.
+Added: The ASU is effective for annual and interim periods beginning after December 15, 2025.
+Added: Early adoption is permitted and is effective on a prospective basis.
+Added: The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.
+Added: In September 2025, the FASB issued ASU 2025-06 that removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40.
+Added: The amendment modernizes the guidance for internal-use software costs, including website development, by eliminating development stage requirements and introducing a probable-to-complete threshold for capitalization.
+Added: The ASU is effective for annual and interim periods beginning after December 15, 2027.
+Added: Early adoption is permitted and is effective on either a prospective, modified or retrospective transition approach.
+Added: The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.
+Added: In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):
+Added: Hedge Accounting Improvements , to more closely align financial reporting with the economics of an entity’s risk management activities.
+Added: The effective date for this ASU is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.
+Added: Early adoption is permitted.
+Added: The amendments in this ASU should be applied prospectively with an option to adopt the amendments for hedging relationships existing as of the date of adoption.
+Added: The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.
The Company does not believe other new accounting pronouncements issued by the FASB will have a material impact on its consolidated financial statements.
20 unchanged sentences
Contract assets are the right to receive consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time.
−Removed: Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing.
+Added: Contract liabilities are recorded for any services or sales orders billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing.
As of December 31, 2025 and 2024, the Company had no material contract assets from contracts with customers .
1 unchanged sentence
Volume discounts.
−Removed: Volume discounts are accounted for as variable consideration because the transaction price is uncertain until the customer completes or fails to purchase the specified volume of purchases (consideration is contingent on a future outcome - occurrence or nonoccurrence).
−Removed: In addition, the Company applies the volume rebate or discount retrospectively, because the final price of each product or services sold depends on the customer's total purchases subject to the rebate program.
+Added: Volume discounts are accounted for as variable considerations because the transaction price is uncertain until the customer completes or fails to purchase the specified volume of purchases (consideration is contingent on a future outcome - occurrence or nonoccurrence).
+Added: In addition, the Company applies the volume rebate or discount retrospectively, because the final price of each product or service sold depends on the customer’s total purchases subject to the rebate program.
Estimated rebates are deducted from revenues based on the gross transaction price and historical experience with the customer.
16 unchanged sentences
Estimated cooperative advertising and partnership discounts are reductions of the transaction price.
−Removed: On April 1, 2022, the Company completed its acquisition of 100.0 % of the outstanding equity interest of FIXCO Invest S.A.S.
−Removed: (together with its subsidiaries, "ETANCO") for total purchase consideration of $ 805.4 million, net of cash acquired (the "Acquisition").
−Removed: The Acquisition was completed pursuant to the securities purchase agreement dated January 26, 2022, as amended (the “SPA”), by and among the Company, Fastco Investment, Fastco Financing, LRLUX and certain other security holders.
−Removed: The purchase price for the Acquisition was paid using cash on hand and borrowings in the amount of $ 250.0 million under the revolving credit facility and $ 450.0 million under the term loan facility.
−Removed: See Note 14 for further information on the Amended and Restated Credit Facility.
−Removed: ETANCO is a manufacturer and distributor of fastener and fixing products headquartered in France and its primary product applications directly align with the addressable markets in which the Company operates.
−Removed: The Acquisition allows the Company to enter into new commercial building markets such as façades, waterproofing, safety and solar, as well as grow its share of direct business sales in Europe.
−Removed: ETANCO’s results of operations were included in the Company's consolidated financial statements from the April 1, 2022 acquisition date, and as such, only includes ETANCO's results of operations for the nine months ending December 31, 2022.
−Removed: ETANCO had net sales of $ 212.6 million and a net loss of $ 5.9 million for the nine months ended December 31, 2022, which includes costs related to fair-value adjustments for acquired inventory, amortization of acquired intangible assets, and expenses incurred for integration.
−Removed: Purchase price allocation
−Removed: The Acquisition was accounted for using the acquisition method of accounting in accordance with A SC 805, Business Combinations (“ASC 805”) which requires, among other things, assets acquired and liabilities assumed in a business combination be recorded at fair value as of the acquisition date with limited exceptions.
−Removed: The allocation of the $ 824.4 million purchase price, including cash, to the estimated fair values of the tangible and intangible assets acquired and liabilities assumed is as follows:
−Removed: (in thousands) Amount
−Removed: Cash and cash equivalents $ 19,010
−Removed: Trade accounts receivable, net 63,607
−Removed: Inventory 107,185
−Removed: Other current assets 4,491
−Removed: Property and equipment, net 89,695
−Removed: Operating lease right-of-use assets 5,361
−Removed: Goodwill 365,591
−Removed: Intangible assets, net 357,327
−Removed: Other noncurrent assets 2,881
−Removed: Total assets 1,015,148
−Removed: Trade accounts payable 46,457
−Removed: Accrued liabilities and other current liabilities 22,079
−Removed: Operating lease liabilities 5,176
−Removed: Deferred income tax and other long-term liabilities 117,031
−Removed: Total purchase price $ 824,405
−Removed: Trade accounts receivable, net
−Removed: The gross amount of trade receivables acquired was approximately $ 67.4 million, of which $ 66.0 million was collected, in excess of the original collectible estimate of $ 63.6 million.
−Removed: Acquired inventory primarily consists of raw materials and finished goods consisting of building and construction materials products.
−Removed: The Company adjusted acquired finished goods higher by $ 13.6 million to estimated fair value based on expected selling prices less a reasonable amount for selling efforts.
−Removed: The fair value adjustment was fully recognized as a component of cost of sales over the inventory’s estimated turnover period during the nine months ended December 31, 2022.
−Removed: There were no such adjustments during the twelve months ended December 31, 2024 and 2023.
−Removed: Property and equipment, net
−Removed: Acquired property and equipment includes land of $ 16.1 million, buildings and site improvements of $ 32.5 million, and machinery, equipment, and software of $ 41.1 million.
−Removed: The estimated fair value of property and equipment was determined primarily using market and/or cost approach methodologies.
−Removed: The acquired fair value for buildings and site improvements will depreciate on a straight-line basis over the estimated useful lives of the assets for a period of up to sixteen years , and machinery, equipment and software will depreciate on an accelerated basis over an estimated useful life of three to ten years .
−Removed: The excess of purchase price over the net assets acquired is recognized as goodwill and relates to the value that is expected from the acquired assembled workforce as well as the increased scale and synergies resulting from the integration of both businesses.
−Removed: The goodwill recognized from the Acquisition is not deductible for local income tax purposes.
−Removed: Goodwill was allocated to components within ETANCO.
−Removed: Intangible assets, net
−Removed: The estimated fair value of intangible assets acquired was determined primarily using income approach methodologies.
−Removed: The values allocated to intangible assets and the useful lives are as follows:
−Removed: (in thousands except useful life) Weighted-average useful life (in years) Amount
−Removed: Customer relationships 15 $ 248,398
−Removed: Trade names Indefinite 93,811
−Removed: Developed technology 10 11,256
−Removed: Patents 8 3,862
−Removed: The acquired definite-lived intangible assets will be amortized on a straight-line basis over estimated useful lives, which approximates the pattern in which these assets are utilized.
−Removed: Deferred taxes
−Removed: As a result of the increase in fair value of inventory, property and equipment, and intangible assets, deferred tax liabilities of $ 105.9 million were recognized, primarily due to intangible assets.
−Removed: Acquisition and integration related costs
−Removed: During the year ended December 31, 2022, the Company incurred acquisition and integration related expenses of $ 17.3 million.
−Removed: These costs were included in the Company's income from operations.
−Removed: Unaudited pro forma results
−Removed: The following unaudited pro forma combined financial information presents estimated results as if the Company acquired ETANCO on January 1, 2021.
−Removed: The unaudited pro forma financial information as presented below is for informational purposes
−Removed: only and does not purport to actually represent what the Company’s combined results of operations would have been had the Acquisition occurred on January 1, 2021, or what those results will be for any future periods.
−Removed: The following unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting in accordance with U.S.
−Removed: Years Ended December 31,
−Removed: (in thousands) 2022 2021
−Removed: Net sales $ 2,195,271 $ 1,884,654
−Removed: Net income $ 363,527 $ 261,389
−Removed: Pro forma earnings per common share:
−Removed: Basic $ 8.47 $ 6.03
−Removed: Diluted $ 8.44 $ 6.00
−Removed: Weighted average shares outstanding:
−Removed: Basic 42,925 43,325
−Removed: Diluted 43,047 43,532
−Removed: The unaudited pro forma results above includes the following non-recurring charges to net income:
−Removed: 1) Acquisition and integration related costs of $ 17.3 million which were incurred during the twelve months ended December 31, 2022, were adjusted as if such costs were incurred during the twelve months ended December 31, 2021.
−Removed: 2) The $ 13.6 million fair value adjustment for inventory recognized during the twelve months ended December 31, 2022, was adjusted as if incurred during the twelve months ended December 31, 2021.
−Removed: 3) Net income for ETANCO includes adjustments of $ 0.4 million and $ 3.2 million to conform ETANCO’s historical financial results prepared under French GAAP to U.S.
−Removed: GAAP for the twelve months ended December 31, 2022, and December 31, 2021, respectively.
−Removed: GAAP adjustments are primarily related to share-based payments expense on awards that were settled prior to the Acquisition, and costs incurred and capitalized by ETANCO on its historical acquisitions.
−Removed: During the year ended December 31, 2024, the Company also completed three other acquisitions that were not material to the Company's consolidated financial statements, individually and in aggregate.
+Added: During the year ended December 31, 2024, the Company completed three acquisitions that were not material to the Company’s consolidated financial statements, individually and in aggregate.
Accordingly, pro-forma historical results of operations related to these business acquisitions during the year ended December 31, 2024 have not been presented, but summarized below.
5 unchanged sentences
On September 1, 2024, the Company completed the acquisition of all of the operating assets and assumed liabilities of QuickFrames USA, LLC (“QuickFrames”), a manufacturer of pre-engineered structural support systems for commercial construction with sales in North America.
−Removed: The following table summarizes the Company's preliminary purchase price allocations of assets acquired and liabilities assumed as of the acquisition dates for the twelve months ended December 31, 2024, including the related estimated useful lives, where applicable:
+Added: The following table summarizes the Company’s purchase price allocations of assets acquired and liabilities assumed as of the acquisition dates for the twelve months ended December 31, 2025, including the related estimated useful lives, where applicable:
(in thousands)
−Removed: Estimated Useful Life (in years)
+Added: Estimated Useful Life
Net working capital $ 3,524
2 unchanged sentences
Intangible assets 8
−Removed: Tradename and other (definite)
−Removed: Tradename (indefinite)
+Added: Trade name and other (definite)
+Added: Trade name (indefinite)
Customer relationships 11,560 7
Developed technology 13,382 5 - 10
+Added: Patent 15,800 10
Goodwill 29,501
1 unchanged sentence
Total net assets acquired and liabilities assumed $ 79,267
−Removed: The valuations of assets acquired and liabilities assumed for CSD and QuickFrames have not yet been finalized as of December 31, 2024, and finalization of these valuations during the measurement period could result in a change in the amounts recorded.
−Removed: The completion of the valuations for CSD and QuickFrames will occur no later than one year from the acquisition dates as required by U.S.
+Added: During fiscal 2025, the Company finalized the purchase price allocations and recorded certain measurement period adjustments for conditions that existed at the acquisition date, resulting in a decrease to goodwill of $ 3.3 million with offsets primarily to trade names, developed technology, and customer relationships.
The amount of goodwill generated from these acquisitions is deductible for tax purposes.
16 unchanged sentences
The Company is not subject to the provisions of CAMT and does not expect the impact of the remaining provisions to be material.
−Removed: For the fiscal year ended December 31, 2024, the Company repurchased approximately 0.6 million shares of the Company’s common stock in the open market at an average price of $ 178.83 per share, for a total of $ 100.0 million under the previously announced $ 100.0 million share repurchase authorization (which expired at the end of 2024).
−Removed: As of December 31, 2024, the
−Removed: Company accr ued approximately $ 0.8 million for the excise tax, which is included as a cost of treasury stock;
+Added: On October 23, 2024, the Board authorized the Company to repurchase up to $ 100.0 million of shares of the Company's common stock, effective January 1, 2025 through December 31, 2025.
+Added: On October 23, 2025, the Board authorized the Company to repurchase an additional $ 20.0 million of shares of the Company’s common stock through the end of the year, increasing the 2025 share repurchase authorization to $ 120.0 million.
+Added: On October 23, 2025, the Board authorized the Company to repurchase up to $ 150.0 million of shares of the Company’s common stock, effective January 1, 2026 through December 31, 2026.
+Added: For the fiscal year ended December 31, 2025, the Company repurchased approximately 0.7 million shares of the Company’s common stock in the open market at an average price of $ 171.43 per share, for a total of $ 120.0 million under the previously announced $ 120.0 million repurchase authorization (which expired at the end of 2025).
+Added: As of December 31, 2025, the Company accr ued approximately $ 0.3 million for the excise tax, which is included as a cost of treasury stock;
however, this is not reflected in the share repurchase amounts above.
3 unchanged sentences
(in thousands)
−Removed: Balance as of January 1, 2022 $ ( 15,221 ) $ ( 2,506 ) $ — $ 122 $ ( 17,605 )
+Added: Balance as of December 31, 2022 $ ( 35,954 ) $ ( 441 ) $ 23,753 $ 8,583 $ ( 4,059 )
Other comprehensive gain/(loss) net of tax benefit (expense) of $ 0 , $( 1 ), $ 6,254 and $ 2,711 , respectively.
40 unchanged sentences
The RSUs and PSUs granted to the Company’s employees may be time-based, performance-based or time- and performance-based.
−Removed: Certain of the PSUs are granted to officers and key employees, where the number of performance-based awards to be issued is based on the achievement of certain Company performance criteria established in the award agreement over a cumulative three years period.
+Added: Certain PSUs are granted to officers and key employees, where the number of performance-based awards to be issued is based on the achievement of certain Company performance criteria established in the award agreement over a cumulative three years period.
These awards cliff vest after three years .
3 unchanged sentences
The number of shares granted is based on the average closing share price for the Company over the 60 days period prior to approval of the award in the second quarter of each year .
−Removed: In May 2024 , the Company granted 4,692 shares of the Company's common stock to the non-employee directors, based on the average closing price of $ 173.89 per share and recognized total expense of $ 0.8 million.
+Added: In January and May 2025, the Company granted 6,000 shares of the Company’s common stock to the non-employee directors, based on the average closing price of $ 155.09 per share and recognized total expense of $ 0.9 million.
The total intrinsic value of RSUs and PSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 17.0 million, $ 31.8 million and $ 20.3 million, respectively, based on the market value on the vest date.
7 unchanged sentences
Shares to be issued 18,887 21,266 9,800
−Removed: 21,266 9,800 9,300
Shares settled with cash (foreign employees) 1,872 763 4,900
8 unchanged sentences
Allowance for credit losses ( 4,068 ) ( 2,998 )
−Removed: ( 2,998 ) ( 3,881 )
Allowance for sales discounts ( 3,453 ) ( 4,090 )
11 unchanged sentences
The Company only enters into derivative instrument agreements with counterparties who have highly rated credit.
−Removed: The Company produces certain of its concrete products from a wholly owned subsidiary in China, and as a result is exposed to variability in cash outflows associated with changes in the foreign exchange rate between the U.S.
−Removed: Dollar and the Chinese Yuan (CNY).
−Removed: In November 2022, the Company entered into a series of foreign currency derivative contracts that matured monthly between January 2023 and December 2023.
−Removed: These forward contracts are accounted for as cash flow hedges under the accounting standards, and fair value is included in other current assets or other current liabilities, as applicable, in the consolidated balance sheet.
−Removed: Net deferred gains and losses on these contracts relating to changes in fair value are included in accumulated other OCI and are reclassified into cost of sales in the consolidated statements of operations in the which the hedged items are recorded in the same period the hedged item affects earnings.
−Removed: There were $ 0.2 million in losses recorded on these contracts during the year ended December 31, 2023 and $ 0.2 million in losses recorded on these contracts during the year ending December 31, 2024.
−Removed: Beginning in March 2022, the Company entered into a forward foreign currency contract expiring in March 2029 to hedge its exposure to adverse foreign currency exchange rate movements for its operations in Europe and elected the spot method for designating this contract as a net investment hedge with the net interest income from forward points excluded and amortized to interest expense.
−Removed: During May 2022, the Company settled the March 2022 forward foreign currency contract for $ 3.9 million in cash, which included $ 0.4 million in recognized forward points, terminated the hedge accounting treatment and simultaneously entered into a new forward foreign currency contract expiring in March 2029 with the same notional amount at a new forward rate.
−Removed: The Company also elected the spot method for designating the May 2022 contract as a net investment hedge.
−Removed: The $ 3.5 million gain recognized on the March 2022 contract from recognized forward points is deferred in OCI and will remain in OCI until either the sale or substantially complete liquidation of the hedged subsidiaries.
−Removed: Beginning in March 2022, the Company also converted a Euro-denominated ("EUR"), fixed rate obligation into a U.S.
−Removed: Dollar fixed rate obligation using a receive fixed, pay fixed cross currency swap, which was designated as a cash flow hedge.
−Removed: During May 2022, the Company settled the March 2022 cross currency swap for $ 22.4 million in cash, which was comprised of $ 21.3 million gain on the swap excluding accrued interest and $ 1.1 million of net interest income accrued according to the terms of the swap.
−Removed: The Company terminated the hedge accounting treatment and simultaneously entered into a new cross currency swap expiring in March 2029 with a lower notional amount for the US dollar denominated leg at a new US dollar interest rate.
−Removed: An amount of $ 28.3 million was reclassified out of OCI into earnings to offset the currency loss on the underlying security being hedged resulting in a net $ 7.0 million hedge accounting balance reserved within OCI, which is being amortized to interest expense in the consolidated statements of operations through the termination of the underlying hedged intercompany debt in March 2029.
−Removed: In addition, the Company converted its domestic U.S.
−Removed: variable rate debt to fixed rate debt using a receive variable, pay fixed interest rate swap expiring March 2027.
−Removed: The interest rate swap contract is also designated as a cash flow hedge.
+Added: 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.
−Removed: As of December 31, 2023, there were no outstanding forward contracts on its Chinese Yuan denominated purchases.
−Removed: Changes in fair value of any forward contracts that are determined to be ineffective are immediately reclassified from OCI into earnings.
−Removed: There were no amounts recognized due to ineffectiveness during the twelve months ended December 31, 2024.
−Removed: The effects of fair value and cash flow hedge accounting on the consolidated statements of operations for the periods ended December 31, were as follows:
+Added: 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.
+Added: 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.
+Added: The Company has elected to assess hedge effectiveness based on changes in spot exchange rates.
+Added: 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.
+Added: The interest accruals are also recognized in earnings (interest expense).
+Added: 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.
+Added: 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:
(in thousands) Cost of sales Interest expense, net Other & foreign exchange loss, net Cost of sales Interest expense, net Other & foreign exchange loss, net
13 unchanged sentences
Cross currency contracts ( 43,020 ) 28,974 Interest expense 2,297 4,939
−Removed: Forward contracts ( 124 ) FX gain (loss) 26,577 ( 12,704 )
+Added: FX gain (loss) ( 49,247 ) 26,577
Cost of goods sold — ( 188 )
Total $ ( 44,694 ) $ 37,563 $ ( 39,461 ) $ 43,040
−Removed: For the twelve months ended December 31, 2024 and 2023, a gain of $ 13.9 million and a loss of $ 11.4 million, respectively, on the net investment hedge were included in OCI.
−Removed: For the twelve months ended December 31, 2024 and 2023, deferred gains from the forward points of $ 5.1 million for both years were reclassified from OCI to interest expense.
+Added: 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.
+Added: 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 in other current assets , and the balance of $ 0.6 million as other non-current assets , and of a noncurrent liability of $ 80.9 million included as deferred 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 in other current assets , and the balance of $ 18.8 million as other non-current assets , and of a noncurrent liability of $ 7.2 million included as deferred income tax and other long-term liabilities .
−Removed: As of December 31, 2024, the Company expects it will reclassify net gains of approxi mately $ 15.0 million, cu rrently recorded in Accumulated Other Comprehensive Income (AOCI), into interest expense in earnings within the next twelve months.
+Added: As of December 31, 2025, the Company expects it will reclassify net gains of approxi mately $ 7.4 million, cu rrently 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.
11 unchanged sentences
$ 627,854 $ 531,655
−Removed: Property, plant and equipment as of December 31, 2024, and 2023, includes fully depreciated assets with an original cost of $ 402.1 million and $ 352.5 million, respectively, which are still in use.
+Added: 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.
1 unchanged sentence
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.
+Added: Assets held-for sale
+Added: In January 2025, the Company made the decision to sell its vacant land that is part of the Company’s North America segment.
+Added: 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.
+Added: The Company presented the asset’s carrying value of approximately $ 2.4 million in “Other current assets” in the Consolidated Balance Sheets.
+Added: 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.
+Added: The Company recognized the gain as income from operations with the Consolidated Statements of Earnings and Comprehensive Income.
+Added: 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.
+Added: 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
3 unchanged sentences
Pacific Total
−Removed: Balance as of January 1, 2023 $ 103,572 $ 390,799 $ 1,301 $ 495,672
+Added: Balance as of December 31, 2023 $ 101,558 $ 399,693 $ 1,299 $ 502,550
Goodwill acquired 32,820 — — 32,820
−Removed: Goodwill disposed — ( 5,678 ) 2 — ( 5,678 )
Foreign exchange ( 230 ) ( 22,644 ) ( 113 ) ( 22,987 )
Balance as of December 31, 2024 134,148 377,049 1,186 512,383
−Removed: Goodwill acquired 32,820 — — 32,820
+Added: Goodwill disposed — ( 33 ) — ( 33 )
+Added: Reclassifications 1
+Added: ( 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
+Added: 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.
+Added: The final amounts are measurement period adjustments for conditions that existed at the acquisition date.
Goodwill Impairment Testing
1 unchanged sentence
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.
−Removed: During fiscal year 2023, we re-evaluated our European reporting units after a full year of operations from our acquisition of ETANCO as it has become further integrated into our other European operations resulting in changes to the management, product distribution, and operations structure of our European operations.
−Removed: As a result of this re-evaluation, all European reporting units were consolidated for reporting purposes into one overall Europe reporting unit.
−Removed: A qualitative assessment was performed immediately preceding the reporting unit change and determined that it was not more likely than not that any impairment existed prior to the reporting unit change.
−Removed: For the Company’s remaining reporting units, the reporting unit level is generally one level below the operating segment, which is at the country level, except for the United States and Australia.
The Company determined that the U.S.
4 unchanged sentences
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.
−Removed: In 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.
+Added: 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.
−Removed: 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 prior year quantitative assessment by reporting unit and therefore, it was more likely than not that the estimated fair value of reporting units exceeded their respective carrying values.
−Removed: In 2023, the Company applied the ("Step 1") approach where the Company compares the fair value of the reporting unit to its carrying value.
−Removed: The fair value calculation uses both the income approach (discounted cash flow method) and the market approach, equally weighted.
−Removed: If the Company determines that the carrying value of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit, no further action is taken.
−Removed: If the Company determines that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, the Company will record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value.
+Added: 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 ”.
−Removed: 1 During the year ended December 31, 2023, the Company finalized an acquisition of a business that resulted in $2.1 million decrease in goodwill with $0.9 million reclassified to intangible asset and a corresponding decrease of $1.2 million in a contingent consideration liability.
−Removed: The final amounts are measurement period adjustments for conditions that existed at the acquisition date.
−Removed: 2 During the year ended December 31, 2023, the Company finalized a sale of a business that did not result in material gain or loss.
Amortizable Intangible Assets
3 unchanged sentences
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.
−Removed: The aggregate amount of amortization expense of intangible assets for the years ended December 31, 2024, 2023 and 2022 was $ 24.8 million, $ 23.5 million and $ 17.4 million, respectively.
+Added: 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:
−Removed: (in thousands)
+Added: (in thousands) Gross
Amount Accumulated
Amortization Net
−Removed: Balance as of January 1, 2023 $ 24,172 $ ( 2,803 ) $ 21,369
+Added: Balance as of December 31, 2023 $ 38,598 $ ( 4,854 ) $ 33,744
Purchases 15,800 — 15,800
2 unchanged sentences
Balance as of December 31, 2024 53,472 ( 8,322 ) 45,150
−Removed: Purchases 15,800 — 15,800
+Added: Disposals ( 3,684 ) — ( 3,684 )
Amortization — ( 3,567 ) ( 3,567 )
+Added: Reclassifications
Foreign exchange 5,572 — 5,572
Balance as of December 31, 2025 $ 55,455 $ ( 11,889 ) $ 43,566
−Removed: (in thousands)
+Added: (in thousands) Gross
Amount Accumulated
1 unchanged sentence
Unpatented Technology
−Removed: Balance as of January 1, 2023 $ 22,410 $ ( 19,459 ) $ 2,951
+Added: Balance as of December 31, 2023 $ 22,508 $ ( 20,279 ) $ 2,229
Amortization — ( 991 ) ( 991 )
1 unchanged sentence
Balance as of December 31, 2024 22,459 ( 21,270 ) 1,189
+Added: Acquisitions 1,875 — 1,875
Amortization — ( 726 ) ( 726 )
+Added: Reclassifications ( 45 ) 45 —
Foreign exchange 118 — 118
Balance as of December 31, 2025 $ 24,407 $ ( 21,951 ) $ 2,456
−Removed: (in thousands)
+Added: (in thousands) Gross
Amount Accumulated
2 unchanged sentences
Trademarks and Other
−Removed: Balance as of January 1, 2023 $ 28,301 $ ( 12,932 ) $ 15,369
−Removed: Assets acquisitions, net of cash acquired ( 380 ) 3 — ( 380 )
+Added: Balance as of December 31, 2023 $ 28,147 $ ( 15,745 ) $ 12,402
+Added: Purchases 14,100 — 14,100
Amortization — ( 2,972 ) ( 2,972 )
+Added: Reclassifications 1
+Added: ( 1,673 ) — ( 1,673 )
Foreign exchange ( 7 ) — ( 7 )
Balance as of December 31, 2024 40,567 ( 18,717 ) 21,850
−Removed: Purchases of intangible assets 14,100 — 14,100
Amortization — ( 3,966 ) ( 3,966 )
+Added: Reclassifications 1,688 ( 291 ) 1,397
Foreign exchange 66 — 66
Balance as of December 31, 2025 $ 42,321 $ ( 22,974 ) $ 19,347
−Removed: (in thousands)
+Added: (in thousands) Gross
Amount Accumulated
1 unchanged sentence
Customer Relationships
−Removed: Balance as of January 1, 2023 $ 260,459 $ ( 28,970 ) $ 231,489
+Added: Balance as of December 31, 2023 $ 269,166 $ ( 46,399 ) $ 222,767
Purchases 10,560 — 10,560
+Added: Disposal 331 — 331
Amortization — ( 17,362 ) ( 17,362 )
+Added: Reclassifications 1,673 — 1,673
Foreign exchange ( 16,745 ) — ( 16,745 )
Balance as of December 31, 2024 264,985 ( 63,761 ) 201,224
−Removed: Purchases 10,560 — 10,560
−Removed: Disposal 331 — 331
Amortization — ( 18,402 ) ( 18,402 )
+Added: Reclassifications
+Added: ( 951 ) — ( 951 )
Foreign exchange 25,087 — 25,087
6 unchanged sentences
Indefinite-Lived Intangible Assets
−Removed: Indefinite-lived intangible assets totaled $ 105.7 million as of December 31, 2024, including $ 93.2 million, net of an unfavorable foreign exchange impact of $ 0.7 million, attributable to trade names acquired in the ETANCO acquisition.
−Removed: 3 During the year ended December 31, 2023, the Company finalized an acquisition of a business that resulted in a $0.4 million decrease in the intangible with an offset of $1.3 million to customer relationships.
−Removed: The final amounts are measurement period adjustments for conditions that existed at the acquisition date.
+Added: Indefinite-lived intangible assets totaled $ 115.4 million as of December 31, 2025, mostly attributable to trade names.
+Added: 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:
21 unchanged sentences
The ROU assets are amortized on a straight-line basis over the lease term.
−Removed: The following table provides a summary of operating leases included on the consolidated balance sheets as of December 31, 2024, and 2023, and consolidated statements of operations, and consolidated statements of cash flows for the years ended December 31, 2024 and 2023:
+Added: 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,
5 unchanged sentences
The components of operating lease expense were as follows:
−Removed: Consolidated Statements of Operations Line Item Years Ended
+Added: Consolidated Statements of Operations Line Item Years Ended December 31,
(in thousands) 2025 2024
−Removed: General administrative expenses and
−Removed: cost of sales $ 19,938 $ 16,936
+Added: Lease cost General administrative expenses and cost of sales
+Added: $ 25,869 $ 19,938
Other information
Supplemental cash flow information related to leases is as follows:
+Added: Years Ended December 31,
(in thousands) 2025 2024
11 unchanged sentences
The following table summarizes the Company’s lease terms and discount rates as of December 31, 2025:
+Added: Years Ended December 31,
Weighted-average remaining lease terms (in years):
2 unchanged sentences
Operating leases 5.1 % 5.3 %
+Added: 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.
+Added: 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.
+Added: 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
10 unchanged sentences
$ 275,328 $ 242,876
−Removed: On March 30, 2022, the Company entered into the Amended and Restated Credit Facility, which amends and restates the Company's previous Credit Agreement, dated July 27, 2012.
−Removed: The Amended and Restated Credit Facility provides for a 5-year $ 450.0 million revolving line of credit, which includes a letter of credit-sub-facility up to $ 50.0 million, and a 5-year term loan facility of $ 450.0 million.
−Removed: The Company borrowed $ 450.0 million under the term loan facility to finance a portion of the purchase price for the acquisition of ETANCO.
−Removed: In addition, the Company incurred $ 6.8 million of debt issuance costs, which are classified in long-term debt on the consolidated balance sheet, that have been deferred and are being amortized over the 5-year terms of the Amended and Restated Credit Facility.
−Removed: During 2024 and 2023, the Company made principal payments of $ 97.5 million on the Company's outstanding term loan facility.
−Removed: 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 Amended and Restated Revolving Credit Facility, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s net leverage ratio.
+Added: 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.
+Added: 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.
+Added: The Company borrowed $ 300.0 million under the term loan facility to refinance existing debt.
+Added: 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.
+Added: 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.
+Added: As of December 31, 2025, there were $ 74.2 million in borrowings outstanding under the revolving credit facility.
+Added: 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.
−Removed: Amounts borrowed under the Amended and Restated Credit Facility will bear interest from time to time at either the Base Rate, Spread Adjusted Daily Simple SOFR, Spread Adjusted Term SOFR, Adjusted Eurocurrency Rate or Daily Simple RFR, in each case, as calculated under and as in effect from time to time under the Amended and Restated Credit Facility, plus the Applicable Margin, as defined in the Amended and Restated Credit Facility.
−Removed: The Applicable Margin is determined based on the Company’s net leverage ratio, and ranges (i) from 0.0 % to 0.8 % per annum for amounts borrowed under the term loan facility that bear interest at Base Rate, (ii) from 0.8 % to 1.8 % per annum for amounts borrowed under the term loan facility that bear interest at Adjusted Eurocurrency Rate, Spread Adjusted Daily Simple SOFR or Spread Adjusted Term SOFR, (iii) from 0.0 % to 0.5 % per annum for amounts borrowed under the revolving credit facility that bear interest at Base Rate, (iv) from 0.7 % to 1.5 % 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 0.7 % to 1.5 % 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 Adjusted Eurocurrency Rate.
−Removed: Loans outstanding under the Amended and Restated Credit Facility may be prepaid at any time without penalty except for customary breakage costs and expenses.
+Added: 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.
+Added: 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
+Added: 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.
+Added: 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.
−Removed: As of December 31, 2024, in addition to the Amended and Restated Credit Facility, certain of the Company’s domestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders.
+Added: 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.
+Added: 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.
+Added: There were no borrowings under the Amended and Restated Credit Facility at December 31, 2025.
+Added: 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.
+Added: 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.
−Removed: The Company has $ 388.1 million, excluding deferred financing costs, outstanding under the Amended and Restated Credit Facility, which is the estimated fair value as of December 31, 2024.
−Removed: There was $ 485.7 million outstanding balances under the Amended and Restated Credit Facility as of December 31, 2023.
+Added: 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.
+Added: 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
+Added: 2026 $ 15,000
Total loan outstanding $ 300,000
−Removed: The Company complied with its financial covenants under the Amended and Related Credit Facility as of December 31, 2024.
+Added: 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.
11 unchanged sentences
As of December 31, 2025, the Company has steel purchase obligations that are expected to be settled during the year.
−Removed: The Company also has debt interest obligations that includes annual facility fees on the Company’s primary line-of-credit facility in the amount of $ 20.2 million at December 31, 2024.
Employee Relations
2 unchanged sentences
In Stockton, California, two union contracts will expire in June 2027 and September 2028, respectively.
−Removed: 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.
+Added: In Riverside, California, two union contracts will expire in June 2026 and March 2029, respectively.
+Added: The Company has one facility located in Enfield, Connecticut, with a collective bargaining agreement covering shipping workers.
+Added: 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.
18 unchanged sentences
$ 117,390 $ 111,819 $ 122,560
−Removed: Income and loss from operations before income taxes for the years ended December 31, 2024, 2023, and 2022, respectively, consisted of the following:
+Added: 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,
4 unchanged sentences
$ 462,473 $ 434,043 $ 476,547
−Removed: As of December 31, 2024, the Company had $ 45.6 million of net operating loss carryforwards in various foreign taxing jurisdictions.
−Removed: Most of the tax losses can be carried forward indefinitely.
−Removed: As of December 31, 2024, and 2023, the Company has valuation allowances of $ 12.7 million and $ 10.4 million , respectively.
−Removed: The valuation allowance increased by $ 2.3 million for the year ended December 31, 2024 and decreased by $ 0.8 million for the year ended December 31, 2023.
−Removed: The increase in the 2024 valuation allowances was primarily due to the increase in net operating losses in Europe.
−Removed: The decrease in the 2023 valuation allowances was primarily due to expiration of certain U.
−Removed: foreign tax credit.
−Removed: As of December 31, 2024, the Company asserts that its accumulated undistributed earnings generated by our foreign subsidiaries are permanently reinvested and as such, has not recognized a US deferred tax liability on its investment in foreign subsidiaries.
−Removed: The Company will continue to assess its permanent reinvestment assertion on a quarterly basis.
−Removed: Reconciliations between the statutory federal income tax rates and the Company’s effective income tax rates as a percentage of income before income taxes for its operations were as follows:
+Added: The Company adopted ASU 2023-09 “Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures” on a prospective basis beginning with the year ended December 31, 2025.
+Added: 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.
+Added: Year Ended December 31, 2025
+Added: (in thousands) Amount Percentages
+Added: Federal tax at statutory rate $ 97,120 21.0 %
+Added: State and local income taxes, net of federal effect (1)
+Added: Foreign Tax Effects 3,823 0.8 %
+Added: Effect of cross-border tax laws ( 597 ) ( 0.1 ) %
+Added: Tax Credits ( 1,399 ) ( 0.3 ) %
+Added: Change in valuation allowance ( 6 ) 0.0 %
+Added: Nontaxable or Nondeductible items 924 0.2 %
+Added: Changes in unrecognized tax benefits ( 161 ) 0.0 %
+Added: Other ( 644 ) ( 0.1 ) %
+Added: Effective income tax rate $ 117,390 25.4 %
+Added: (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.
+Added: 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,
−Removed: 2024 2023 2022
Federal tax rate 21.0 % 21.0 %
23 unchanged sentences
Capitalized research & development expenditures 7,445 11,627
+Added: Hedging OCI 10,840 —
Other 5,543 6,282
8 unchanged sentences
Total deferred tax liabilities ( 170,193 ) ( 148,930 )
−Removed: Total deferred tax liability
−Removed: $ ( 88,980 ) $ ( 97,601 )
+Added: Total deferred tax asset/(liability) $ ( 98,458 ) $ ( 88,980 )
+Added: As of December 31, 2025, the Company had $ 51.9 million of net operating loss carryforwards in various foreign taxing jurisdictions.
+Added: Most of the tax losses can be carried forward indefinitely.
+Added: As of December 31, 2025, and 2024, the Company has valuation allowances of $ 14.3 million and $ 12.7 million , respectively.
+Added: The valuation allowances increased by $ 1.6 million and $ 2.3 million for the years ended December 31, 2025 and December 31, 2024, respectively.
+Added: The increase in the 2025 and 2024 valuation allowances was primarily due to the increase in net operating losses in Europe.
+Added: 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.
+Added: The Company will continue to assess its permanent reinvestment assertion on a quarterly basis.
+Added: Income taxes paid, net of refunds, during the periods presented were as follows ( in thousands ):
+Added: Federal $ 75,400
+Added: California 7,249
+Added: Other States 12,146
+Added: Other Foreign 12,136
+Added: 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:
7 unchanged sentences
Balance as of December 31 $ 4,510 $ 4,667 $ 4,641
−Removed: During 2024 , the Company’s uncertain tax positions decreased b y $ 1.2 million, primarily due to positions for open years of which were assumed in the Company’s acquisition of ETANCO.
−Removed: Tax positions of $ 1.5 million , $ 2.0 million, and $ 0.2 million are included in the balance of unrecognized tax benefits as of December 31, 2024, 2023, and 2022, respectively, which if recognized, would reduce the effective tax rate.
+Added: During 2025, the Company’s uncertain tax positions decreased b y $ 1.3 million, primarily due to positions for open years assumed in a prior acquisition.
+Added: 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 accr ued $ 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.
−Removed: The Company does not expect any material changes in unrecognized tax benefits within the next 12 months.
−Removed: As of December 31, 2024, the Company remained subject to federal income tax examinations in the U.S.
+Added: 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.
−Removed: On August 16, 2022, the Inflation Reduction Act “IRA” was signed into the law.
−Removed: The provisions included a new Corporate Alternative Minimum Tax "CAMT", an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives, all effective for tax year 2023 and onwards.
+Added: On August 16, 2022, the IRA was signed into the law.
+Added: 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.
+Added: On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.
+Added: 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.
+Added: Key provisions include modifications to depreciation allowances and the treatment of research and development expenditures.
+Added: The legislation has multiple effective dates, with certain provisions effective for the 2025 tax year and others being implemented through 2027.
Retirement Plans
1 unchanged sentence
The Simpson Manufacturing Co., Inc.
−Removed: 401(k) Profit Sharing Plan (the "Plan") covers U.S.
+Added: 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.
−Removed: The Company also has the Simpson Manufacturing Co., Inc.
+Added: The same plan also has a carve out for employees collectively bargained under Teamsters Local No.
+Added: 671 whereby the plan provides quarterly safe harbor contributions, limited to 3.0 % of the employees' quarterly eligible compensation only.
+Added: 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.
5 unchanged sentences
We do not participate in any multiemployer benefit plans for which we consider our contributions to be individually significant.
−Removed: If we withdraw from participation in any of these plans, the applicable law would require us to fund our allocable share of the unfunded vested benefits, which is known as a withdrawal liability.
+Added: 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.
2 unchanged sentences
Related Party Transactions
−Removed: In 2023, the Company identified certain purchases of goods and services from companies where the former Chief Executive Officer of the Company served as a director on the respective company's board providing the goods or services.
−Removed: The amount of goods and services purchased by the Company pursuant to these arrangements was not material to the Company’s consolidated statements of operations and cash flows for the year ended December 31, 2023.
The Company identified certain related party transactions for the years ended December 31, 2025 and 2024.
3 unchanged sentences
The financial information of these segments is available and utilized by the Chief Executive Officer, the Company’s CODM, to assess the segments’ performance.
−Removed: 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 shareholders via dividends and share repurchases.
+Added: 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.
The three regional segments are the North America segment (comprised primarily of the Company’s operations in the U.S.
24 unchanged sentences
and equity investments 140,106 13,036 1,356 10,167 164,665
−Removed: 243,728 13,863 3,280 273 261,144
Total assets $ 2,390,907 $ 802,054 $ 48,333 $ ( 167,668 ) $ 3,073,626
−Removed: (in thousands)
+Added: (in thousands) North
America Europe Asia/
22 unchanged sentences
Total assets $ 2,062,552 $ 687,955 $ 48,769 $ ( 63,108 ) $ 2,736,168
−Removed: (in thousands)
+Added: (in thousands) North
America Europe Asia/
30 unchanged sentences
The Company’s measure of profit or loss for its reportable segments is income (loss) from operations.
−Removed: The reconciling amounts between consolidated income before tax and consolidated income from operations are net interest income (expense), net and other, foreign exchange gain (loss), certain legal and professional fees associated with the acquisition of ETANCO, refer to Note 3 "Acquisitions," and gain on disposal of a assets.
+Added: The reconciling amounts
+Added: 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.”
31 unchanged sentences
Dividend Declaration
−Removed: On January 31, 2025, the Company's Board of Directors (the "Board") declared a quarterly cash dividend of $ 0.28 per share of the Company's common stock, estimated to be $ 11.8 million in total.
+Added: 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
−Removed: On January 31, 2025, the Board adopted a resolution to retire 559,179 shares held as treasury account in Stockholders' Equity.
−Removed: Sale of Asset
−Removed: On January 24, 2025, the Company has executed an agreement to sell its Gallatin, Tennessee facility for $ 19.1 million.
−Removed: As of December 31, 2024, the assets did not meet the held-for-sale criteria.
−Removed: Share Repurchases
−Removed: In February 2025, the Company repurchased 146,640 shares of the Company’s common stock in the open market at an average price of 170.48 per share for a total of approximately $ 25.0 million.
−Removed: As a result, as of February 28, 2025, approximately $ 75.0 million remained available for share repurchase through December 31, 2025 under the Company’s previously announced $ 100.0 million share repurchase authorization.
+Added: On January 28, 2026, the Board adopted a resolution to retire 699,995 shares of the Company's common stock previously held in treasury.
Simpson Manufacturing Co., Inc.
4 unchanged sentences
Balance at to Costs to Other Balance
−Removed: (in thousands)
−Removed: Beginning and Accounts — at End
+Added: (in thousands) Beginning and Accounts — at End
Classification of Year Expenses Write-offs Deductions of Year
13 unchanged sentences
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.