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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-03 · 25 added, 29 removed, 103 unchanged (34% of the section changed)

2 unchanged sentences

As of December 31, 2025, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the chief executive officer the (“CEO”) and the chief financial officer (the “CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15-d-15(e) under the Exchange Act).

Based on this evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Based on this evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level.

Disclosure controls and procedures are controls and other procedures designed reasonably to assure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

2 unchanged sentences

Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met.

In addition, the design of a control system must reflect the facts that there are resource constraints and that the benefits of controls must be considered relative to their costs.

The inherent limitations in internal control over financial reporting include the realities that judgments can be faulty and that breakdowns can occur because of simple error or mistake.

In addition, the design of a control system must reflect the fact that there are resource constraints and that the benefits of controls must be considered relative to their costs.

The inherent limitations in internal control over financial reporting include the realities that judgments can be faulty and that breakdowns can occur because of simple errors or mistakes.

Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls.

11 unchanged sentences

Directors, Executive Officers and Corporate Governance.

The other information required by this Item will be contained in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders to be held on Tuesday, May 6, 2025, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2024, which information is incorporated herein by reference.

The other information required by this Item will be contained in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders to be held on Wednesday, May 6, 2026, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2025, which information is incorporated herein by reference.

Insider Trading Policies and Procedures

We have adopted an insider trading policy (the “Insider Trading Policy” ) which applies to all employees and prohibits trading in the Company's and its affiliates' securities by persons associated with the Company that may possess material nonpublic information relating to the Company and affiliates.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

The Company’s Insider Trading Policy is incorporated by reference to Exhibit 19.1 of its Annual Report on Form 10-K dated March 3, 2025.

Executive Compensation.

The information required by this Item will be contained in the Company’s proxy statement for the 2025 Annual Meeting of Stockholders to be held on Tuesday, May 6, 2025, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2024, which information is incorporated herein by reference.

The information required by this Item will be contained in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders to be held on Wednesday, May 6, 2026, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2025, which information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Certain Relationships and Related Transactions, and Director Independence.

Principal Accounting Fees and Services.

Exhibits and Financial Statement Schedules.

5 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements of Earnings and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023

7 unchanged sentences

3.1 Certificate of Incorporation of Simpson Manufacturing Co., Inc., as amended, is incorporated by reference to Exhibit 3.1 of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 .

3.2 Certificate of Amendment of Certificate of Incorporation of Simpson Manufac turing Co., Inc.

is incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on May 6, 2024 .

3.2 Certificate of Amendment of Certificate of Incorporation of Simpson Manufacturing Co., Inc.is incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on May 6, 2024 .

3.3 Amended and Restated Bylaws of Simpson Manufacturing Co., Inc., as amended, are incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on March 14, 2023.

4.1 Description of Securities Registered under Section 12 of the Exchange Act is filed herewith .

4.1 Description of Securities Registered under Section 12 of the Exchange Act is incorporat ed by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 .

10.1* Form of Indemnification Agreement between Simpson Manufacturing Co., Inc.

2 unchanged sentences

10.2 Amended and Restated Credit Agreement among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties party thereto is incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed April 4, 2022 .

10.3 Second Amended and Restated Credit Agreement among the Company, the sub sidiar i es of the Company party thereto as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties party thereto is incorp orated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 22, 2025 .

10.4* Simpson Manufacturing Co., Inc.

Executive Officer Cash Profit Sharing Plan, as amended through March 17, 2017 is incorporate by reference to Exhibit 10.5 o f its Annual Report on Form 10-K dated F ebruary 28, 2024 .

Executive Officer Cash Profit Sharing Plan, as amended through March 17, 2017 is incorporate d by reference to Exhibit 10.5 of its Annual Report on Form 10-K dated February 28, 2024 .

*Management contract or compensatory plan or arrangement.

5 unchanged sentences

*Management contract or compensatory plan or arrangement.

10.6* Simpson Manufac turing Co., Inc.

Executive S everance Plan is incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 6, 2024.

10.7* Simpson Manufacturing Co., Inc.

Executive Severance Plan is incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 6, 2024.

*Management contract or compensatory plan or arrangement.

12 unchanged sentences

10.12* Form of Simpson Manufacturing Co., Inc.

2024 Performance Based Restricted Stock Unit Agreement is incorporated by reference to Exhibit 10 .

12 of its Annual Report on Form 10-K dated February 28, 2024 .

202 6 Pe rformance Based Restricted Stock Unit Agreement is filed here w i t h .

* Management contract or compensatory plan or arrangement.

10.13* Form of Simpson Manufacturing Co., Inc.

2024 Time Based Restricted Stock Unit Agreement is incorporate d by re ference to Exhibit 10 .13 of its Annual Report on Form 10-K dated February 28, 2024 .

202 6 Time Based Restricted Stock Unit Agreement is f iled herewith .

* Management contract or compensatory plan or arrangement.

19.1 Insider Trading Policy of Simpson Manufacturing Co., Inc.

, effective as of Febr uary 20, 2025, is filed herewith .

19.1 Insider Trading Policy of Simpson Manufacturing Co., Inc., effective as of February 20, 2025, is incorporated by reference to Exhibit 19.1 of its Annual Report on Form 10-K dated March 3, 202 5 .

21 List of Subsidiaries of the Registrant is filed herewith .

3 unchanged sentences

Section 1350 Certifications are furnished herewith .

Compensation Recovery Policy of Simpson Manufacturing Co., Inc., effective as of July 28, 2023, is incorporated by reference to Exhibit 97 of it s Annual Report on Form 10-K dated February 28, 2024 .

97 Compensation Recovery Policy of Simpson Manufacturing Co., Inc., effective as of July 28, 2023, is incorporated by reference to Exhibit 97 of its Annual Report on Form 10-K dated February 28, 2024 .

101 Financial statements from the annual report on Form 10-K of Simpson Manufacturing Co., Inc.

for the year ended December 31, 2025, formatted in XBRL, are filed herewith and include:

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Statement of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statement of Earnings and Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

13 unchanged sentences

Chief Financial Officer:

Chief Financial Officer and Treasurer February 28, 2025

(principal accounting and financial officer)

Chairman of the Board and Director February 28, 2025

/s/Matt Dunn Chief Financial Officer and Treasurer February 27, 2026

(Matt Dunn) (principal accounting and financial officer)

Donaldson Chairman of the Board and Director February 27, 2026

Andrasick Director February 27, 2026

2 unchanged sentences

(Felica Coney)

Cusumano Director February 28, 2025

/s/Angela Drake

Director February 28, 2025

/s/Angela Drake Director February 27, 2026

(Angela Drake)

4 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.

What changed 10-K

Item 9A. Controls and Procedures