What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-07 · 127 added, 254 removed, 562 unchanged (40% of the section changed)

4 unchanged sentences

(In thousands, unaudited)

September 30, December 31,

March 31, December 31,

2026 2025 2025

38 unchanged sentences

(In thousands except per-share amounts, unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

Three Months Ended

Net sales $ 587,964 $ 538,895

7 unchanged sentences

Acquisition and integration related costs 565 127

Net gain on disposal of assets ( 14,081 ) ( 25 ) ( 14,361 ) ( 460 )

Net loss (gain) on disposal of assets 53 ( 75 )

Income from operations 114,617 102,319

21 unchanged sentences

(In thousands except per-share data, unaudited)

Three Months Ended September 30, 2025 and 2024

Three Months Ended March 31, 2026 and 2025

Common Stock Additional Paid-in Retained Accumulated Other Comprehensive DCP Vested Treasury

Shares Par Value Capital Earnings Loss Stock Stock Total

Balance at June 30, 2025 41,590 $ 419 $ 315,528 $ 1,702,437 $ ( 26,652 ) $ ( 1,235 ) $ ( 60,457 ) $ 1,930,040

Balance at December 31, 2025 41,255 $ 419 $ 324,846 $ 1,843,289 $ ( 14,603 ) $ ( 3,154 ) $ ( 121,035 ) $ 2,029,762

Net income — — — 88,216 — — — 88,216

Translation adjustment and other, net of tax — — — — 352 — 352

Translation adjustment and other,

net of tax — — — — ( 14,483 ) — ( 14,483 )

Pension adjustment, net of tax — — — — ( 149 ) — ( 149 )

6 unchanged sentences

Repurchase of common stock, including excise tax ( 269 ) — — — — — ( 50,313 ) ( 50,313 )

Retirement of common stock — ( 7 ) — ( 121,028 ) — — 121,035 —

Cash dividends declared on common stock, $ 0.29 per share

Balance at September 30, 2025 41,433 $ 419 $ 322,828 $ 1,798,165 $ ( 21,158 ) $ ( 2,859 ) $ ( 90,755 ) $ 2,006,640

Balance June 30, 2024 42,163 $ 424 $ 313,323 $ 1,526,192 $ ( 24,881 ) $ — $ ( 50,257 ) $ 1,764,801

— — — ( 11,930 ) — — — ( 11,930 )

Common stock issued at $ 161.47 per share for stock bonus

19 — 3,049 — — — — 3,049

Balance at March 31, 2026 41,071 $ 413 $ 327,698 $ 1,798,740 $ ( 17,082 ) $ ( 724 ) $ ( 50,313 ) $ 2,058,732

Balance at December 31, 2024 41,878 $ 424 $ 307,197 $ 1,646,568 $ ( 46,773 ) $ ( 1,297 ) $ ( 100,771 ) $ 1,805,348

Net income — — — 77,884 — — — 77,884

5 unchanged sentences

Common stock held in DCP ( 15 ) — 87 — — ( 87 ) — —

Change in redemption value of share awards in DCP — — — ( 1,533 ) — — — ( 1,533 )

Shares issued from release of Restricted Stock Units 1 — ( 6 ) — — — — ( 6 )

Repurchase of common stock, including excise tax — — — — — — ( 23 ) ( 23 )

Cash dividends declared on common stock, $0.28 per share — — — ( 11,807 ) — — — ( 11,807 )

Balance at September 30, 2024 42,164 $ 424 $ 311,885 $ 1,606,371 $ ( 10,355 ) $ ( 1,074 ) $ ( 50,280 ) $ 1,856,971

The accompanying notes are an integral part of these condensed consolidated financial statements

Simpson Manufacturing Co., Inc.

and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands except per-share data, unaudited)

Nine Months Ended September 30, 2025 and 2024

Common Stock Additional Paid-in Retained Accumulated Other Comprehensive

DCP Vested Treasury

Shares Par Value Capital Earnings Loss Stock Stock Total

Balance at December 31, 2024 41,878 $ 424 $ 307,197 $ 1,646,568 $ ( 46,773 ) $ ( 1,297 ) $ ( 100,771 ) $ 1,805,348

Net income — — — 288,869 — — — 288,869

Translation adjustment, net of tax — — — — 64,610 — — 64,610

Pension adjustment and other,

net of tax — — — — 394 — — 394

Cash flow hedges, net of tax — — — — ( 39,389 ) — — ( 39,389 )

Stock-based compensation and deferred compensation plan ("DCP") expense — — 15,061 — — — — 15,061

Common stock held in DCP ( 16 ) — 1,724 — — ( 1,724 ) — —

Distribution/ diversification of common stock held in DCP 1 — — — — 100 — 100

Changes in redemption value of stock awards in DCP — — — ( 656 ) — — ( 656 )

Shares issued from release of Restricted Stock Units 71 1 ( 4,680 ) — — — ( 4,679 )

Repurchase of common stock, including excise tax ( 522 ) — — — ( 90,755 ) ( 90,755 )

Retirement of treasury stock — ( 6 ) — ( 100,765 ) — — 100,771 —

Cash dividends declared on common stock, $0.86 per share — — — ( 35,851 ) — — — ( 35,851 )

Common stock issued at $165.83 per share for stock bonus 21 — 3,526 — — — 3,526

Balance at September 30, 2025 41,433 $ 419 $ 322,828 $ 1,798,165 $ ( 21,158 ) $ ( 2,859 ) $ ( 90,755 ) $ 2,006,640

Balance at December 31, 2023 42,323 $ 426 $ 313,119 $ 1,426,554 $ ( 9,990 ) $ — $ ( 50,363 ) $ 1,679,746

Net income — — — 266,778 — — — 266,778

Translation adjustment, net of tax — — — — 4,409 — — 4,409

Pension adjustment and other,

net of tax — — — — ( 653 ) — — ( 653 )

Cash flow hedges, net of tax — — — — ( 4,121 ) — — ( 4,121 )

Stock-based compensation and deferred compensation plan ("DCP") expense — — 5,246 — — — — 5,246

Common stock held in DCP — — 1,074 — — ( 1,074 ) — —

Change in redemption value of share awards in DCP — — — ( 833 ) — — — ( 833 )

1 unchanged sentence

Repurchase of common stock, including excise tax ( 147 ) — — — — — ( 25,105 ) ( 25,105 )

Retirement of treasury stock — ( 3 ) — ( 50,360 ) — — 50,363 —

Retirement of common stock — ( 6 ) — ( 100,765 ) — — 100,771 —

Cash dividends declared on common stock, $ 0.28 per share

Balance at September 30, 2024 42,164 $ 424 $ 311,885 $ 1,606,371 $ ( 10,355 ) $ (1,074) $ ( 50,280 ) $ 1,856,971

— — — ( 11,759 ) — — — ( 11,759 )

Common stock issued at $ 165.83 per share for stock bonus

21 — 3,526 — — — — 3,526

Balance at March 31, 2025 41,802 $ 419 $ 311,215 $ 1,611,095 $ ( 34,626 ) $ ( 1,284 ) $ ( 25,105 ) $ 1,861,714

The accompanying notes are an integral part of these condensed consolidated financial statements

3 unchanged sentences

(In thousands, unaudited)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities

2 unchanged sentences

Net gain on disposal of assets 53 ( 76 )

( 14,361 ) ( 460 )

Depreciation and amortization 25,742 19,193

Noncash lease expense 4,909 4,247

Release of acquisition related tax and legal contingency — ( 1,830 )

Loss in equity method investment, before tax 946 141

13 unchanged sentences

Capital expenditures ( 17,632 ) ( 50,165 )

Acquisitions, net of cash acquired ( 77,641 )

Purchases of equity investments ( 1,819 ) ( 187 )

26 unchanged sentences

Certain amounts in the Condensed Consolidated Financial Statements of the prior year have been reclassified to conform to the fiscal 2026 presentation.

For the three and nine months ended September 30, 2025 , the Company also reclassified certain 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.

These reclassifications had no impact on the Company's Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity or Condensed Consolidated Statements of Cash Flow.

For the three months ended March 31, 2026 , the Company also reclassified certain 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.

These reclassifications had no impact on the Company's Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Earnings and Comprehensive Income, Condensed Consolidated Statements of Stockholders’ Equity or Condensed Consolidated Statements of Cash Flow.

Use of Estimates

1 unchanged sentence

Management believes that these Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation under GAAP.

Effective January 1, 2025, the Company changed its method of computing depreciation of Machinery and Equipment from accelerated methods to a straight-line method.

The Company determined that the change in depreciation method is considered change in accounting estimate affected by a change in accounting principle.

Accordingly, a change in accounting estimate affected by a change in accounting principle was applied prospectively.

The effect of the change to the straight-line method resulted in a reduction of $ 1.6 million in depreciation expense and an estimated $ 1.2 million increase in net income, or approximately $ 0.03 per basic and $ 0.03 per diluted share;

for the three months ended September 30, 2025.

The effect of the change for the nine months ended September 30, 2025 resulted in a reduction of $ 5.2 million in depreciation expense and an estimated $ 3.9 million increase in net income, or approximately $ 0.09 per basic and $ 0.09 per diluted share.

Interim Reporting Period

9 unchanged sentences

Current Estimated Credit Loss - Allowance for doubtful accounts

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.

The Company maintains an allowance for credit losses for estimated future expected credit losses resulting from customers' failure to make payments on its accounts receivable.

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.

The Company also reserves 100 % of the amounts deemed uncollectible due to a customer's deteriorating financial condition or bankruptcy.

Every quarter, the Company evaluates the customer group using the accounts receivable aging report and its best judgment when considering changes in customers' credit ratings, level of delinquency, customers' historical payments and loss experience, current market and economic conditions, and expectations of future market and economic conditions.

The changes in the allowance for doubtful accounts receivable for the nine months ended September 30, 2025 are outlined in the table below:

Every quarter, the Company evaluates the customer group using the accounts receivable aging report and its best judgment when considering changes in customers'

credit ratings, level of delinquency, customers' historical payments and loss experience, current market and economic conditions, and expectations of future market and economic conditions.

The changes in the allowance for doubtful accounts receivable for the three months ended March 31, 2026 are outlined in the table below:

December 31, 2025 Expense (Deductions), net Write-Offs 1

September 30, 2025

March 31, 2026

Allowance for credit losses $ 4,068 1,084 ( 244 ) $ 4,908

12 unchanged sentences

The fair values of the Company’s contingent consideration related to acquisitions is classified as Level 3 within the fair value hierarchy, as these amounts are based on unobservable inputs such as management estimates and entity-specific assumptions and are evaluated on an ongoing basis.

The following tables summarize the financial assets and financial liabilities measured at fair value for the Company as of September 30, 2025 and 2024:

The following tables summarize the financial assets and financial liabilities measured at fair value for the Company as of March 31, 2026 and 2025:

(in thousands)

6 unchanged sentences

— 2,767 — 1,065 — —

Term loan due 2027 (2)

Term loan (2)

— 296,250 — — 382,500 —

Revolver due 2027 (2)

74,247 — — — —

4 unchanged sentences

Contingent considerations — — 5,400 — — 5,400

(1) The carrying amounts of cash equivalents, representing money market funds traded in an active market with relatively short maturities, are reported on the consolidated balance sheet as of September 30, 2025 and 2024 as a component of "Cash and cash equivalents".

(2) The carrying amounts of our term loan and revolver approximate fair value as of September 30, 2025 based upon their terms and conditions in comparison to debt instruments with similar terms and conditions available on the same date.

(1) The carrying amounts of cash equivalents, representing money market funds traded in an active market with relatively short maturities, are reported on the consolidated balance sheet as of March 31, 2026 and 2025 as a component of "Cash and cash equivalents".

(2) The carrying amounts of our term loan and revolver approximate fair value as of March 31, 2026 based upon their terms and conditions in comparison to debt instruments with similar terms and conditions available on the same date.

(3) Derivatives for interest rate, foreign exchange and forward swap contracts are discussed in Note 7.

4 unchanged sentences

Assets and liabilities with the legal right of offset are not offset in the consolidated balance sheets.

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, and are reclassified into the line item in the Condensed Consolidated Statement of Earnings and Comprehensive Income in which the hedged items are recorded in the same period the hedged item affects earnings.

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, and are reclassified into the line item in the Condensed Consolidated Statement of Earnings and Comprehensive Income 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.

2 unchanged sentences

Deferred Compensation Plan

The Company established a non-qualified deferred compensation plan ("DCP" or “the Plan”) in April 2023 for eligible employees and members of the Board of Directors.

The Company established a non-qualified deferred compensation plan (“DCP” or “the Plan”) in April 2023 for eligible employees and members of the Company's Board of Directors (the “Board”).

The Plan provides eligible participants the opportunity to defer and invest a specified percentage of their compensation, including the Company stock awards upon vesting.

49 unchanged sentences

Accounting Standard Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2023-07, which aligns interim segment disclosure requirements with existing annual requirements and includes updates to segment reporting, most notably through enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker (“CODM”).

The Company adopted the ASU for annual disclosures for the year ended December 31, 2024, and interim disclosures beginning in the first quarter of 2025.

The ASU is applied retrospectively to all prior periods presented in the accompanying unaudited consolidated financial statements, and it had no impact on the Company’s consolidated financial statements.

Refer to Note 1 3 for more information.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09 requiring enhanced income tax disclosures.

2 unchanged sentences

The requirements of the ASU are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and the amendments can be applied either on a prospective or a retrospective basis.

The Company will adopt the ASU beginning with its fourth quarter ending December 31, 2025 and expects the application of this ASU will not have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 requiring public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements.

The ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and is effective on either a prospective basis or retrospective basis.

The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.

The Company adopted the ASU using the retrospective transition method, and it had no impact on the Company’s consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05 that provides a practical expedient in developing forecasts as part of estimating expected credit losses.

1 unchanged sentence

The ASU is effective for annual and interim periods beginning after December 15, 2025.

Early adoption is permitted and is effective on a prospective basis.

The Company adopted the ASU and it had no impact on the Company's consolidated financial statements.

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.

The ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and is effective on either a prospective basis or retrospective basis.

The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.

4 unchanged sentences

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 that have not become effective will have a material impact on its Condensed Consolidated Financial Statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements, to more closely align financial reporting with the economics of an entity’s risk management activities.

The effective date for this ASU is for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years.

Early adoption is permitted.

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.

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.

Revenue from Contracts with Customers

2 unchanged sentences

Wood Construction Products Revenue .

Wood construction products represented approximately 84.8 % and 85.2 % of total net sales for the nine months ended September 30, 2025 and 2024, respectively.

Wood construction products represented approximately 84.6 % and 85.3 % of total net sales for the three months ended March 31, 2026 and 2025, respectively.

Concrete Construction Products Revenue.

Concrete construction products represented approximately 15.0 % and 14.7 % of total net sales for the nine months ended September 30, 2025 and 2024, respectively.

Concrete construction products represented approximately 15.2 % and 14.4 % of total net sales for the three months ended March 31, 2026 and 2025, respectively.

Customer acceptance criteria.

Generally, there are no customer acceptance criteria included in the Company's standard sales agreement with customers.

Generally, there are no customer acceptance criteria included in the standard sales agreement with customers.

When an arrangement with the customer does not meet the criteria to be accounted for as a revenue contract under the standard, the Company recognizes revenue in the amount of nonrefundable consideration received when the Company has transferred control of the goods or services and has stopped transferring (and has no obligation to transfer)

14 unchanged sentences

The time period between when consideration was received to when performance obligations are complete may not be significant.

As of September 30, 2025 and 2024, the Company's contract liability was $ 4.1 million and $ 10.3 million , respectively.

The Company recognized revenue of $ 3.0 million and $ 1.6 million from the contract liability during the three months ended September 30, 2025 and 2024, respectively.

As of March 31, 2026 and 2025, the Company's contract liability was $ 2.0 million and $ 7.2 million , respectively.

The Company recognized revenue of $ 2.5 million and $ 3.0 million from the contract liability during the three months ended March 31, 2026 and 2025, respectively.

The Company had no material contract assets from contract with customers.

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts) 2026 2025

10 unchanged sentences

Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock in aggregate may be issued, including shares already issued pursuant to prior awards granted under the 2011 Plan.

Shares of the Company's common stock underlying awards to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933.

Shares of the Company's common stock underlying awards to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933, as amended.

Under the 2011 Plan, the Company may grant restricted stock and restricted stock units.

2 unchanged sentences

Stock-based compensation capitalized in inventory was immaterial for all periods presented.

The Company recognized stock-based compensation expense related to its equity plans for

employees of $ 5.8 million and $ 4.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 18.7 million and $ 15.1 million for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, the Company granted an aggregate of 118,984 RSUs and PSUs to the Company's employees, including officers at an estimated weighted-average fair value of $ 169.91 per share based on the closing price (adjusted for certain market factors primarily the present value of dividends) of the Company's common stock on the grant date.

The Company recognized stock-based compensation expense related to its equity plans for employees of $ 6.5 million and $ 6.5 million for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, the Company granted an aggregate of 116,575 RSUs and PSUs to the Company's employees, including officers at an estimated weighted-average fair value of $ 179.58 per share based on the closing price (adjusted for certain market factors primarily the present value of dividends) of the Company's common stock on the grant date.

The RSUs and PSUs granted to the Company's employees may be time-based, performance-based, or time and performance-based.

5 unchanged sentences

The number of shares ultimately granted are based on the average closing share price for the Company's common stock over the 60 day period prior to approval of the award in the second quarter of each year.

In 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 $ 0.9 million of expense.

As of September 30, 2025, the Company's aggregate unamortized stock compensation expense was approximately $ 28.3 million which is expected to be recognized in expense over a weighted-average period of 2.2 years.

As of March 31, 2026, the Company's aggregate unamortized stock compensation expense was approximately $ 42.0 million which is expected to be recognized in expense over a weighted-average period of 2.6 years.

Trade Accounts Receivable, net

Trade accounts receivable consisted of the following:

As of September 30, As of December 31,

As of March 31, As of December 31,

(in thousands) 2026 2025 2025

4 unchanged sentences

The components of inventories are as follows:

As of September 30, As of December 31,

As of March 31, As of December 31,

(in thousands) 2026 2025 2025

7 unchanged sentences

The Company only enters into derivative instrument agreements with counterparties who have highly rated credit.

As of September 30, 2025, the aggregate notional amounts of the Company's outstanding interest rate contracts, cross currency swap contracts, EUR forward contract, and net investment hedge were $ 371.3 million, $ 389.2 million, $ 321.7 million, and $ 557.2 million, respectively.

As of March 31, 2026, the aggregate notional amounts of the Company's outstanding interest rate contracts, cross currency swap contracts, EUR forward contract, and net investment hedge were $ 360.0 million, $ 377.4 million, $ 321.7 million, and $ 557.2 million, respectively.

In May 2025, the Company entered into a cross-currency swap expiring in May 2032 to hedge its exposure to adverse foreign currency exchange rate movements for its operations in Europe, which qualifies as net investment hedge.

1 unchanged sentence

The Company has elected to assess hedge effectiveness based on changes in spot exchange rates.

Under this method, the Company recognizes in earnings the initial value of the component excluded from the assessment of effectiveness over the life of the hedging instrument.

Under this method, the Company recognizes in earnings the initial value

of the component excluded from the assessment of effectiveness over the life of the hedging instrument.

The interest accruals are also recognized in earnings (interest expense).

Any difference between the change in fair value of the excluded component and amounts recognized in earnings will be recognized in the CTA section of OCI.

The effects of cash flow hedge accounting on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the nine months ended September 30, were as follows:

The effects of cash flow hedge accounting on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended March 31, were as follows:

(in thousands) Cost of sales Interest income, net and other finance costs Other & foreign exchange loss, net Cost of sales Interest income, net and other finance costs Other & foreign exchange loss, net

3 unchanged sentences

Interest contracts:

Amount of gain or (loss) reclassified from OCI to earnings — 5,868 — — 9,303 —

Amount of gain (loss) reclassified from OCI to earnings — 1,262 — 1,965 — —

Cross currency swap contract

Amount of gain or (loss) reclassified from OCI to earnings — 1,929 ( 49,869 ) — 3,433 ( 4,900 )

Amount of gain (loss) reclassified from OCI to earnings — 551 11,314 1,127 — ( 15,844 )

Forward contract

Amount of gain reclassified from OCI to earnings — — — — — —

The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended September 30, 2025 and 2024 were as follows:

The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended March 31, 2026 and 2025 were as follows:

Cash Flow Hedging Relationships Gain (Loss) Recognized in OCI Location of Gain (Loss) Reclassified from OCI into Earnings Gain (Loss) Reclassified from OCI into Earnings

4 unchanged sentences

Total $ 10,603 $ ( 15,576 ) $ 13,127 $ ( 12,752 )

The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the nine months ended September 30, 2025 and 2024 were as follows:

Cash Flow Hedging Relationships Gain (Loss) Recognized in OCI Location of Loss Reclassified from OCI into Earnings

Gain (Loss) Reclassified from OCI into Earnings

(in thousands) 2025 2024 2025 2024

Interest rate contracts $ ( 1,759 ) $ 2,173 Interest expense $ 5,868 $ 9,303

Cross currency contracts ( 45,007 ) 3,048 Interest expense 1,929 3,433

Forward contracts — — FX loss

( 49,869 ) ( 4,900 )

Cost of goods sold — ( 188 )

Total $ ( 46,766 ) $ 5,221 $ ( 42,072 ) $ 7,648

For the three months ending September 30, 2025 and 2024, net investment hedge gain of $ 7.8 million and loss of $ 8.8 million were included in OCI, respectively.

For the three months ending September 30, 2025 and 2024, excluded loss of $ 1.3 million and gain of $ 1.3 million were reclassified from OCI to interest expense, respectively.

For the nine months ending September 30, 2025 and 2024, loss on the net investment hedge of $ 41.8 million and gain on the net investment hedge of $ 1.0 million were included in OCI, respectively.

For the nine months ending September 30, 2025 and 2024, excluded loss of $ 3.8 million and gain of $ 3.8 million were reclassified from OCI to interest expense, respectively.

As of September 30, 2025, the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheet were comprised of an asset of $ 15.2 million, of which $ 13.9 million is included in other current assets, and the balance of $ 1.4 million as other non-current assets, and of a non-current liability of $ 87.5 million included in the “ Other long-term liabilities ” of the condensed consolidated balance sheets.

For the three months ending March 31, 2026 and 2025, net investment hedge gain of $ 21.9 million and loss of $ 4.1 million were included in OCI, respectively.

For the three months ending March 31, 2026 and 2025, excluded gain of $ 3.0 million and $ 1.2 million were reclassified from OCI to interest expense, respectively.

As of March 31, 2026, the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheet were comprised of an asset of $ 6.0 million, of which $ 5.6 million is included in other current assets, and the balance of $ 0.4 million as other non-current assets, and of a liability of $ 49.1 million, of which $ 38.9 million is included in other current liabilities, the balance of $ 10.2 million included in the Other long-term liabilities of the condensed consolidated balance sheets.

Property, Plant and Equipment, net

Property, plant and equipment consisted of the following:

As of September 30, As of December 31,

As of March 31, As of December 31,

(in thousands) 2026 2025 2025

9 unchanged sentences

Assets held-for sale

In January 2025, the Company made a decision to sell its unimproved land located in Stockton, California that is part of the Company's North America segment.

The Company determined that the long-lived assets meet the criteria to be classified as held for sale in its condensed financial statements, and expected to be sold by the first quarter of 2026.

In January 2025, the Company made the decision to sell its vacant land that is part of the Company’s North America segment.

The Company determined that the long-lived asset meets the criteria to be classified as held for sale in its financial statements and expected to be sold during 2026.

The Company presented the asset's carrying value of approximately $ 2.4 million in Other current assets of the condensed consolidated balance sheets.

In July 2025, the Company sold its existing facility in Gallatin, Tennessee that 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 an estimated gain on disposal of fixed assets of $ 12.9 million.

In July 2025, the Company sold its existing facility in Gallatin, Tennessee that 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 approximately $ 12.9 million of gain on disposal of fixed assets.

The Company recognized the gain as i ncome from operations with the Condensed Consolidated Statements of Earnings and Comprehensive Income.

To provide a temporary transition until the Company relocates to the new facility, the Company has leased back the sold facility from the buyer for approximately five months.

To provide a temporary transition until the Company relocates to the new facility, the Company leased back the sold facility from the buyer for approximately five months .

The Company treated the leaseback transaction as a short-term lease and will recognize the rent expense on the straight-line basis over the lease term.

1 unchanged sentence

Goodwill consisted of the following:

As of September 30, As of December 31,

As of March 31, As of December 31,

(in thousands) 2026 2025 2025

10 unchanged sentences

Foreign exchange 285 — 285

Balance as of September 30, 2024 38,787 ( 6,925 ) 31,862

Reclassifications 2

15,800 — 15,800

Balance as of March 31, 2025 53,757 ( 8,997 ) 44,760

Disposals ( 3,684 ) — ( 3,684 )

Reclassification 95 — 95

Amortization — ( 2,892 ) ( 2,892 )

1 unchanged sentence

Balance as of December 31, 2025 55,455 ( 11,889 ) 43,566

( 3,434 ) — ( 3,434 )

Amortization — ( 954 ) ( 954 )

Foreign exchange ( 198 ) — ( 198 )

Balance as of September 30, 2025 $ 55,560 $ ( 10,875 ) $ 44,685

Balance as of March 31, 2026 $ 55,257 $ ( 12,843 ) $ 42,414

(in thousands) Gross Carrying

5 unchanged sentences

Foreign exchange ( 490 ) — ( 490 )

Balance as of September 30, 2024 22,890 ( 20,968 ) 1,922

Balance as of March 31, 2025 21,969 ( 21,441 ) 528

Acquisitions 1,875 — 1,875

Amortization — ( 555 ) ( 555 )

Reclassification ( 45 ) 45 —

Foreign exchange 608 — 608

2 unchanged sentences

Foreign exchange 173 — 173

Balance as of September 30, 2025 $ 22,574 $ ( 21,815 ) $ 759

Balance as of March 31, 2026 $ 24,580 $ ( 22,104 ) $ 2,476

(in thousands) Gross Carrying

3 unchanged sentences

Balance as of December 31, 2024 $ 40,567 $ ( 18,717 ) $ 21,850

Purchases 29,095 — 29,095

Amortization — ( 1,219 ) ( 1,219 )

Reclassifications 1

( 1,673 ) — ( 1,673 )

Foreign exchange 1,036 — 1,036

Balance as of September 30, 2024 55,563 ( 17,569 ) 37,994

Balance as of March 31, 2025 41,603 ( 19,936 ) 21,667

Amortization — ( 2,747 ) ( 2,747 )

Reclassifications 2

( 14,995 ) — ( 14,995 )

Reclassification 1,688 ( 291 ) 1,397

Foreign exchange ( 970 ) — ( 970 )

Balance as of December 31, 2025 42,321 ( 22,974 ) 19,347

Acquisitions — 903 903

Amortization — ( 909 ) ( 909 )

Reclassifications

( 270 ) — ( 270 )

Foreign exchange ( 243 ) — ( 243 )

Balance as of September 30, 2025 $ 40,366 $ ( 21,887 ) $ 18,479

Balance as of March 31, 2026 $ 42,078 $ ( 22,980 ) $ 19,098

(in thousands) Gross Carrying

3 unchanged sentences

Balance as of December 31, 2024 $ 264,985 $ ( 63,761 ) $ 201,224

Purchases 14,277 — 14,277

Amortization — ( 4,346 ) ( 4,346 )

Reclassifications 1

1,673 — 1,673

Foreign exchange 11,500 — 11,500

Balance as of September 30, 2024 288,108 ( 59,780 ) 228,328

Disposals 331 — 331

Balance as of March 31, 2025 276,485 ( 68,107 ) 208,378

Amortization — ( 14,056 ) ( 14,056 )

Reclassifications 2

( 3,717 ) — ( 3,717 )

Reclassification ( 951 ) — ( 951 )

Foreign exchange 13,587 — 13,587

3 unchanged sentences

Foreign exchange ( 5,353 ) — ( 5,353 )

Balance as of September 30, 2025 $ 290,672 $ ( 77,372 ) $ 213,300

Balance as of March 31, 2026 $ 283,768 $ ( 87,620 ) $ 196,148

Definite-lived and indefinite-lived intangible assets, net, by segment were as follows:

As of September 30, 2025

As of March 31, 2026

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

4 unchanged sentences

Total $ 519,494 $ ( 146,026 ) $ 373,468

1 In 2024, the Company reclassified certain intangible assets from the “ Non-Compete Agreements, Trademarks and Other ” to “ Customer Relationships.

2 In 2024, the Company finalized acquisitions of businesses that resulted in reclassifications of certain intangible assets with offset to goodwill and other net working capital adjustments.

The final amounts are measurement period adjustments for conditions that existed at the acquisition date.

As of September 30, 2024

As of March 31, 2025

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

13 unchanged sentences

Definite-lived intangible assets include customer relationships, patents, unpatented technology, and non-compete agreements.

Amortization of definite-lived intangible assets was $ 7.1 million and $ 6.6 million for the three months ended September 30, 2025 and 2024, respectively, and was $ 19.9 million and $ 18.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Amortization of definite-lived intangible assets was $ 7.0 million and $ 6.4 million for the three months ended March 31, 2026 and 2025, respectively.

The weighted-average amortization period for all amortizable intangibles on a combined basis is 6.1 years.

Indefinite-lived intangible assets are primarily trade names, which totaled $ 115.3 million, $ 95.7 million, and $ 105.7 million as of September 30, 2025, and 2024 and December 31, 2024, respectively.

At September 30, 2025, the estimated future amortization of definite-lived intangible assets was as follows:

Indefinite-lived intangible assets are primarily trade names, which totaled $ 113.3 million, $ 105.7 million, and $ 115.4 million as of March 31, 2026, and 2025 and December 31, 2025, respectively.

At March 31, 2026, the estimated future amortization of definite-lived intangible assets was as follows:

(in thousands)

Remaining three months of 2025 $ 6,678

Remaining nine months of 2026 $ 20,858

Thereafter 117,219

The changes in the carrying amount of goodwill and intangible assets for the nine months ended September 30, 2025, were as follows:

The changes in the carrying amount of goodwill and intangible assets for the three months ended March 31, 2026, were as follows:

(in thousands) Goodwill Intangible Assets

Balance at December 31, 2025 $ 558,521 $ 387,729

(33) (3,512) 3

Reclassifications 4

(3,149) 3,149

Amortization — ( 7,039 )

Foreign exchange 48,635 37,708

Balance at September 30, 2025 $ 557,836 $ 392,517

3 During the period ended September 30, 2025, the Company disposed certain intangible assets.

4 During the period ended September 30, 2025, the Company finalized an acquisition of a business that resulted in $3.1 million decrease in goodwill with offsets to tradenames, developed technology, and customer relationships.

The final amounts are measurement period adjustments for conditions that existed at the acquisition date.

Foreign exchange and other ( 10,238 ) ( 7,222 )

Balance at March 31, 2026 $ 548,283 $ 373,468

The Company has operating leases for certain facilities, equipment and automobiles.

4 unchanged sentences

The ROU assets are amortized on a straight-line basis over the lease term.

The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of September 30, 2025 and 2024 and December 31, 2024, Condensed Consolidated Statements of Earnings and Comprehensive Income, and Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024:

Condensed Consolidated Balance Sheets Line Item September 30, December 31,

The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of March 31, 2026 and 2025 and December 31, 2025, Condensed Consolidated Statements of Earnings and Comprehensive Income, and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025:

Condensed Consolidated Balance Sheets Line Item March 31, December 31,

(in thousands) 2026 2025 2025

6 unchanged sentences

Condensed Consolidated Statements of Earnings and Comprehensive Income Line Item Three Months Ended

September 30,

(in thousands) 2026 2025

General administrative expenses and cost of sales $ 6,478 $ 5,599

Lease cost General administrative expenses and cost of sales $ 7,055 $ 6,518

Other Information

1 unchanged sentence

Three Months Ended

September 30,

(in thousands) 2026 2025

2 unchanged sentences

Operating right-of-use assets obtained in exchange for new lease liabilities 993 24,502

The following is a schedule, by years, of maturities of operating lease liabilities as of September 30, 2025:

The following is a schedule, by years, of maturities of operating lease liabilities as of March 31, 2026:

(in thousands) Operating Leases

Remaining three months of 2025 $ 6,416

Remaining nine months of 2026 $ 19,062

Thereafter 26,975

2 unchanged sentences

Total lease liabilities $ 114,790

The following table summarizes the Company's lease terms and discount rates as of September 30, 2025 and 2024:

The following table summarizes the Company's lease terms and discount rates as of March 31, 2026 and 2025:

Weighted-average remaining lease terms (in years) 6.7 6.7

Weighted-average discount rate 5.1 % 5.3 %

As of September 30, 2025, the Company had $ 371.3 million, excluding deferred financing costs, outstanding under its Amended and Restated Credit Facility.

The Company had outstanding balances of $ 468.8 million and $ 388.1 million, excluding deferred financing costs, under the Amended and Restated Credit Facility as of September 30, 2024, and December 31, 2024, respectively.

The following is a schedule, by years, of maturities for the remaining term loan facility as of September 30, 2025:

On December 16, 2025, the Company entered into the Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), which amended and restated in its entirety the Amended and Restated Credit Agreement, dated as of March 30, 2022.

The Second Amended and Restated Credit Agreement provides for a 5-year revolving credit facility of $ 600 million (the “revolving credit facility”), which includes a letter of credit sub-facility of up to $ 50 million, and for a 5-year term loan facility of $ 300 million (the “term loan facility”).

As of March 31, 2026, the Company had $ 370.5 million, excluding deferred financing costs, outstanding under its Second Amended and Restated Credit Agreement.

The Company had outstanding balances of $ 382.5 million, excluding deferred financing costs, under the Amended and Restated Credit Agreement as of March 31, 2025.

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.

For further information on the estimated fair value of debt see Note 1.

Basis of Presentation.

The following is a schedule, by years, of maturities for the remaining term loan facility as of March 31, 2026:

(in thousands) Five-Year

Remaining three months of 2025 $ 5,625

Remaining nine months of 2026 $ 11,250

Total loan outstanding $ 296,250

The Company was in compliance with its financial covenants under the Amended and Restated Credit Facility as of September 30, 2025.

A certain number of the Company's domestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders that is in addition to the Amended and Restated Credit Facility.

As of September 30, 2025, all of the Company's credit facilities provide a total of $ 456.6 million in available borrowing capacity and an irrevocable standby letter of credit in support of various insurance deductibles.

The maturity of the remaining revolving credit facility of $ 74.2 million is December 16, 2030.

The Company was in compliance with its financial covenants under the Second Amended and Restated Credit Agreement as of March 31, 2026.

As of March 31, 2026, all of the Company's credit facilities provide a total of $ 535.1 million in available borrowing capacity and an irrevocable standby letter of credit in support of various insurance deductibles.

Commitments and Contingencies

10 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.

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.

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.

The three regional segments are the North America segment (comprised primarily of the Company’s operations in the U.S.

2 unchanged sentences

The Administrative & All Other column primarily includes expenses such as self-insured workers compensation claims for employees, stock-based compensation for certain members of management, interest expense, foreign exchange gains or losses and income tax expense, as well as revenues and expenses related to real estate activities.

The following table presents financial information of each segment that is used by the CODM to assess the performance of segments for three and nine months ended September 30, 2025 and 2024:

(in thousands) North

America Europe Asia/

Pacific Administrative

& All Other Total

Three months ended September 30, 2025

Net sales $ 483,606 $ 134,431 $ 5,476 $ — $ 623,513

Wood Products 415,782 104,234 4,423 — 524,439

Concrete Products 66,640 30,197 963 — 97,800

Cost of sales 246,425 83,417 3,399 1,010 334,251

Gross profit 237,181 51,014 2,077 ( 1,010 ) 289,262

Research and development, and other engineering expenses 18,265 2,313 215 — 20,793

Selling expenses 43,027 12,092 1,004 — 56,123

General and administrative expenses 53,267 19,835 433 11,840 85,375

Sales to other segments * 1,015 1,122 7,876 — 10,013

Income (loss) from operations

125,179 16,119 555 ( 1,110 ) 140,743

Depreciation and amortization 13,319 8,142 529 1,350 23,340

Significant non-cash charges 3,641 564 112 2,404 6,721

Provision for income taxes 30,082 2,409 357 3,545 36,393

Business Acquisition;

capital expenditures;

asset acquisitions, net of cash acquired;

and equity investments 38,341 2,025 158 ( 4,130 ) 36,394

(in thousands) North

America Europe Asia/

Pacific Administrative

& All Other Total

Three months ended September 30, 2024

Net sales $ 461,356 $ 121,170 $ 4,627 $ — $ 587,153

Wood Products 397,755 97,622 4,169 — 499,546

Concrete Products 62,709 23,548 458 — 86,715

Cost of sales 233,187 76,843 3,008 ( 942 ) 312,096

Gross profit 228,169 44,327 1,619 942 275,057

Research and development, and other engineering expenses 18,230 2,038 278 — 20,546

Selling expenses 40,285 11,767 945 — 52,997

General and administrative expenses 46,403 17,492 136 11,298 75,329

Sales to other segments * 711 1,032 6,146 — 7,889

Income (loss) from operations

123,251 12,635 260 ( 11,292 ) 124,854

Depreciation and amortization 13,544 7,839 751 ( 476 ) 21,658

Significant non-cash charges 3,070 672 66 1,833 5,641

Provision for income taxes 24,744 2,867 366 4,997 32,974

Business Acquisition;

capital expenditures;

asset acquisitions, net of cash acquired;

and equity investments 100,520 3,669 2,129 193 106,511

The following table presents financial information of each segment that is used by the CODM to assess the performance of segments for three months ended March 31, 2026 and 2025 :

(in thousands) North

2 unchanged sentences

& All Other Total

Nine months ended September 30, 2025

Three months ended March 31, 2026

Net sales $ 461,925 $ 121,047 $ 4,992 $ — $ 587,964

8 unchanged sentences

Income (loss) from operations 118,310 7,091 243 ( 11,027 ) 114,617

366,516 41,097 828 ( 25,135 ) 383,306

Depreciation and amortization 15,614 8,872 441 815 25,742

5 unchanged sentences

and equity investments 12,976 2,528 204 3,768 19,476

Total assets as of September 30, 2025 2,156,204 805,759 50,175 33,285 3,045,423

Total assets $ 2,238,220 $ 797,737 $ 48,433 $ ( 40,983 ) $ 3,043,407

(in thousands) North

2 unchanged sentences

& All Other Total

Nine months ended September 30, 2024

Three months ended March 31, 2025

Net sales $ 420,699 $ 113,860 $ 4,336 $ — $ 538,895

8 unchanged sentences

Income (loss) from operations 104,848 9,309 358 ( 12,196 ) 102,319

354,212 33,037 ( 617 ) ( 33,496 ) 353,136

Depreciation and amortization 10,935 7,691 567 — 19,193

5 unchanged sentences

and equity investments 43,508 3,108 150 3,399 50,165

Total assets as of September 30, 2024 2,013,641 751,419 48,618 83,781 2,897,459

Total assets $ 2,150,075 $ 730,238 $ 48,668 $ ( 106,025 ) $ 2,822,956

* Sales to other segments are eliminated upon consolidation.

Cash collected by the Company’s U.S.

subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore is in the total assets of “Administrative and all other.” Cash and cash equivalent balances in the “Administrative and all other” segment were $ 168.0 million and $ 208.3 million as of September 30, 2025 and 2024, respectively.

As of September 30, 2025, the Company had $ 133.7 million or 45.0 % of its cash and cash equivalents held outside the U.S.

subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore is in the total assets of “Administrative and all other.” Cash and cash equivalent balances in the “Administrative and all other” segment were $ 210.8 million and $ 60.8 million as of March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company had $ 130.2 million or 38.2 % of its cash and cash equivalents held outside the U.S.

in accounts belonging to the Company’s various foreign operating entities.

2 unchanged sentences

Its concrete construction products include adhesives, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction.

T he following

table illustrates the distribution of the Company’s net sales by product group as additional information for the three and nine months ended September 30, 2025 and 2024:

The following table illustrates the distribution of the Company’s net sales by product group as additional information for the three and three months ended March 31, 2026 and 2025:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

4 unchanged sentences

Subsequent Events

Dividend Declared

On October 23, 2025, the Company’s Board of Directors (the “ Board ” ) declared a quarterly cash dividend of $ 0.29 per share, estimated to be $ 12.0 million in total.

The dividend will be payable on January 22, 2026, to the Company's stockholders of record on January 2, 2026.

Share Repurchase Authorizations

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 2025 increasing the 2025 share repurchase authorization to $ 120.0 million, and 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.

Share Repurchases

On October 31, 2025, the Company repurchased an additional 57,000 shares of the Company’s common stock in the open market at an average price of $ 175.43 per share, for a total of $ 10.0 million.

As a result, as of November 7, 2025, approximately $ 20.0 million remained available for repurchase through December 31, 2025 under the 2025 share repurchase authorization.

Dividend Declaration

On May 6, 2026, the Board declared a quarterly cash dividend of $ 0.30 per share of the Company's common stock, payable on July 23, 2026 to stockholders of record on July 2, 2026, and estimated to be $ 12.3 million in total .

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-Q

Item 1. Financial Statements