What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 246 added, 104 removed, 585 unchanged (37% of the section changed)

4 unchanged sentences

(In thousands, unaudited)

March 31, December 31,

June 30, December 31,

2026 2025 2025

38 unchanged sentences

(In thousands except per-share amounts, unaudited)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net sales $ 671,076 $ 631,055 $ 1,259,040 $ 1,169,950

7 unchanged sentences

Acquisition and integration related costs 186 13 751 140

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

Net gain on disposal of assets ( 5,543 ) ( 205 ) ( 5,490 ) ( 280 )

Income from operations 169,130 140,244 283,747 242,563

Interest income, net and other finance costs 4,196 895 8,629 1,998

Other & foreign exchange gain (loss), net ( 2,752 ) 1,058

Other & foreign exchange loss, net ( 2,435 ) ( 1,684 ) ( 5,187 ) ( 626 )

Income before taxes 170,891 139,455 287,189 243,935

18 unchanged sentences

(In thousands except per-share data, unaudited)

Three Months Ended March 31, 2026 and 2025

Three Months Ended June 30, 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 December 31, 2025 41,255 $ 419 $ 324,846 $ 1,843,289 $ ( 14,603 ) $ ( 3,154 ) $ ( 121,035 ) $ 2,029,762

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

Net income — — — 127,042 — — — 127,042

12 unchanged sentences

— — — ( 12,294 ) — — — ( 12,294 )

Common stock issued at $ 161.47 per share for stock bonus

19 — 3,049 — — — — 3,049

Balance at June 30, 2026 40,815 $ 413 $ 334,546 $ 1,911,150 $ ( 26,449 ) $ ( 2,394 ) $ ( 99,508 ) $ 2,117,758

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

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

Net income — — — 103,541 — — — 103,541

5 unchanged sentences

Common stock held in DCP ( 1 ) — ( 49 ) — — 49 — —

Change in redemption value of share awards in DCP — — — ( 69 ) — — — ( 69 )

Shares issued from release of Restricted Stock Units 6 — ( 13 ) — — — — ( 13 )

Repurchase of common stock, including excise tax ( 217 ) — — — — — ( 35,352 ) ( 35,352 )

Cash dividends declared on common stock, $ 0.29 per share

— — — ( 12,130 ) — — — ( 12,130 )

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

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)

Six Months Ended June 30, 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 December 31, 2025 41,255 $ 419 $ 324,846 $ 1,843,289 $ ( 14,603 ) $ ( 3,154 ) $ ( 121,035 ) $ 2,029,762

Net income — — — 215,258 — — — 215,258

Translation adjustment, net of tax ( 18,047 ) — ( 18,047 )

Pension adjustment and other,

net of tax ( 169 ) — ( 169 )

Cash flow hedges, net of tax 6,370 — 6,370

Stock-based compensation and deferred compensation plan ("DCP") expense 13,339 — 13,339

Common stock held in DCP ( 50 ) ( 384 ) 384 —

Distribution/ diversification of common stock held in DCP 13 376 376

Changes in redemption value of stock awards in DCP ( 2,145 ) ( 2,145 )

Shares issued from release of Restricted Stock Units 107 1 ( 6,304 ) — ( 6,303 )

Repurchase of common stock, including excise tax ( 529 ) — ( 99,508 ) ( 99,508 )

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

Cash dividends declared on common stock, $ 0.59 per share

( 24,224 ) — ( 24,224 )

Common stock issued at $ 161.47 per share for stock bonus

19 — 3,049 3,049

Balance at June 30, 2026 40,815 $ 413 $ 334,546 $ 1,911,150 $ ( 26,449 ) $ ( 2,394 ) $ ( 99,508 ) $ 2,117,758

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

Net income — — — 181,425 — — — 181,425

Translation adjustment, net of tax — — — — 64,258 — — 64,258

Pension adjustment and other,

net of tax — — — — 410 — — 410

Cash flow hedges, net of tax — — — — ( 44,547 ) — — ( 44,547 )

Stock-based compensation and deferred compensation plan ("DCP") expense — — 9,357 — — — — 9,357

Common stock held in DCP ( 16 ) — 38 — — ( 38 ) — —

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

Change in redemption value of share awards in DCP — — — ( 902 ) — — — ( 902 )

1 unchanged sentence

Repurchase of common stock, including excise tax ( 363 ) — — — — — ( 60,457 ) ( 60,457 )

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

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

Cash dividends declared on common stock, $ 0.57 per share

2 unchanged sentences

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

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

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

3 unchanged sentences

(In thousands, unaudited)

Three Months Ended

Six Months Ended

Cash flows from operating activities

21 unchanged sentences

Proceeds from sale of property and equipment 6,448 617

Proceeds from partial termination of hedge 673 —

Net cash used in investing activities ( 26,329 ) ( 90,568 )

24 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 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.

In the first quarter of 2026, the Company reclassified certain software amortization costs related to the Company's component manufacturing efforts from general and administrative expense to cost of sales.

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.

Additionally, for the year ended December 31, 2025, the Company reclassified certain quality assurance costs from general and administrative expense to cost of sales.

The financial results for the three and six months ended June 30, 2025 have been recast for comparison purposes and to conform to the current period classification, with $ 1.5 million and $ 3.0 million of costs being reclassified from general and administrative expense to cost of sales.

The reclassification did not have any impact on the total income from operations.

Use of Estimates

13 unchanged sentences

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.

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 three months ended March 31, 2026 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 six months ended June 30, 2026 are outlined in the table below:

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

March 31, 2026

June 30, 2026

Allowance for credit losses $ 4,068 ( 432 ) 1,902 $ 5,538

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 March 31, 2026 and 2025:

The following tables summarize the financial assets and financial liabilities measured at fair value for the Company as of June 30, 2026 and 2025:

(in thousands)

14 unchanged sentences

Contingent considerations — — 6,400 — — 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 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.

(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 June 30, 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 June 30, 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.

1 unchanged sentence

Derivative Instruments

The Company uses derivative instruments as a risk management tool to mitigate the potential impact of certain market risks.

Foreign currency and interest rate risk are the primary market risks the Company manages through the use of derivative instruments, which are accounted for as cash flow hedges or net investment hedges under the accounting standards and carried at fair value as other current or noncurrent assets or as other current or other long-term liabilities.

The Company uses derivative instruments, including cross-currency and interest rate swaps, foreign currency forwards, interest rate swaps, and zero-cost collars, as risk management tools to mitigate the potential impact of certain market risks.

currency and interest rate risk are the primary market risks the Company manages through the use of derivative instruments which are accounted for as cash flow hedges or net investment hedges under the accounting standards and carried at fair value as other current or noncurrent assets or as other current or other long-term liabilities.

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 Statements 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.

27 unchanged sentences

The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer at a point in time.

The Company's shipping terms provide the primary indicator of the transfer of control.

The Company's shipping terms provide the primary indicator

of the transfer of control.

The Company's general shipping terms are Incoterm C.P.T.

23 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.

Accounting Standard Adopted

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

The ASU requires disclosure of specific categories and disaggregation of information in the rate reconciliation table.

The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

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

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.

Accounting Standards Adopted

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, requiring enhanced income tax disclosures.

This ASU requires disclosure of specific categories and disaggregation of information in the rate reconciliation table.

This ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

The requirements of this

ASU are effective for annual periods beginning after December 15, 2024.

The Company adopted this 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, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This ASU provides a practical expedient in developing forecasts as part of estimating expected credit losses.

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.

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

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

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

The Company adopted this 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.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, requiring public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements.

This 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.

In September 2025, the FASB issued ASU 2025-06 that removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40.

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.

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

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software that removes all references to prescriptive and sequential software development stages throughout Subtopic 350-40.

This 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.

This ASU is effective for annual and interim periods beginning after December 15, 2027.

Early adoption is permitted and is effective on either a prospective, modified or retrospective transition approach.

6 unchanged sentences

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

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes a comprehensive accounting model for environmental credits and environmental credit obligations.

This ASU is intended to improve consistency in the accounting for environmental credits and related obligations by providing recognition, measurement, presentation, and disclosure requirements.

This ASU is effective for public business entities for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years.

Early adoption is permitted.

The amendments are to be applied using a modified retrospective approach through a cumulative‑effect adjustment to opening retained earnings in the year of adoption.

The Company is currently evaluating the impact that adoption of this ASU may have on its 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.

3 unchanged sentences

Wood Construction Products Revenue .

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.

Wood construction products represented approximately 84.7 % and 85.1 % of total net sales for the six months ended June 30, 2026 and 2025, respectively.

Concrete Construction Products Revenue.

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.

Concrete construction products represented approximately 15.1 % and 14.7 % of total net sales for the six months ended June 30, 2026 and 2025, respectively.

Customer acceptance criteria.

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)

additional goods or services.

The Company offers certain customers discounts for paying invoices ahead of the due date, which are generally 30 to 60 days after the issue date.

12 unchanged sentences

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

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.

As of June 30, 2026 and 2025, the Company's contract liability was $ 1.8 million and $ 6.0 million , respectively.

The Company recognized revenue of $ 1.4 million and $ 2.7 million from the contract liability during the three months ended June 30, 2026 and 2025, respectively, and $ 3.9 million and $ 5.7 million during the six months ended June 30, 2026 and 2025, respectively.

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

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share amounts) 2026 2025 2026 2025

15 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 $ 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 Company recognized stock-based compensation expense related to its equity plans for employees of $ 8.4 million and $ 6.4 million for the three months ended June 30, 2026 and 2025, respectively, and $ 14.9 million and $ 12.9 million for the six months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026 , the Company granted an aggregate of 121,572 RSUs and PSUs to the Company's employees, including officers at an estimated weighted-average fair value of $ 179.75 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.

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.

In May 2026, the Company granted 4,997 shares of the Company's common stock to the non-employee directors, based on the average closing price of $ 184.32 per share and recognized $ 0.9 million of expense.

As of June 30, 2026, the Company's aggregate unamortized stock compensation expense was approximately $ 37.6 million which is expected to be recognized in expense over a weighted-average period of 2.4 years.

Trade Accounts Receivable, net

Trade accounts receivable consisted of the following:

As of March 31, As of December 31,

As of June 30, As of December 31,

(in thousands) 2026 2025 2025

4 unchanged sentences

The components of inventories are as follows:

As of March 31, As of December 31,

As of June 30, As of December 31,

(in thousands) 2026 2025 2025

4 unchanged sentences

Derivative Instruments

The Company enters into derivative instrument agreements, including forward foreign currency exchange contracts, interest rate swaps, and cross currency swaps to manage risk in connection with changes in foreign currency and interest rates.

The Company enters into derivative instrument agreements, including cross-currency and interest rate swaps, foreign currency forwards, and zero-cost collars, to manage risk in connection with changes in foreign currency and interest rates.

The Company hedges committed exposures and does not engage in speculative transactions.

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

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.

As of June 30, 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 $ 292.5 million, $ 371.5 million, $ 321.7 million, and $ 557.2 million, respectively.

During June 2026, the Company determined that certain forecasted cash flows that had been designated as hedged transactions in cash flow hedging relationships were no longer probable of occurring.

As a result, the Company simultaneously terminated and discontinued hedge accounting for the affected portion of the interest rate swap in cash flow hedging relationships and reclassified approximately $ 0.7 million of gains from OCI into Interest income, net and other finance costs in the Consolidated Statements of Operations during the period.

During June 2026, and in connection with a reassessment of its foreign currency risk management strategy, the Company entered into an offsetting forward contract to effectively fix the value of its pre-existing forward contract through its maturity.

Concurrently, the Company de-designated the original forward contract as a net investment hedge.

The accumulated other comprehensive income (loss) related to the de-designated hedge will remain in OCI until the underlying hedged net investment is sold, substantially liquidated, or otherwise disposed of.

Subsequent changes in the fair value of both the original and offsetting contracts will be recognized directly in earnings.

Additionally, the Company entered into a zero-cost EUR/USD collar in June 2026 that was designated as net investment hedge of a $ 300 million portion of its net investment in its EUR subsidiary.

For derivative instruments that are designated and qualify as a net investment hedge, 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 would be sold or liquidated.

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 using a systematic and rational method over the life of the hedging instrument.

The interest accruals are also recognized in earnings.

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

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 three months ended March 31, were as follows:

The effects of cash flow hedge accounting on the Condensed Consolidated Statements of Earnings and Comprehensive Income for the six months ended June 30, 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

6 unchanged sentences

Amount of gain (loss) reclassified from OCI to earnings — 1,124 13,203 — 1,539 ( 49,880 )

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 March 31, 2026 and 2025 were as follows:

The effects of derivative instruments on the Condensed Consolidated Statements of Earnings and Comprehensive Income for the three months ended June 30, 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

2 unchanged sentences

Cross currency contracts 4,536 ( 35,427 ) Interest expense 573 411

Forward contracts — — FX gain (loss) 11,314 ( 15,844 )

FX gain (loss) 1,889 ( 33,982 )

Total $ 5,071 $ ( 35,764 ) $ 4,280 $ ( 31,619 )

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.

The effects of derivative instruments on the Condensed Consolidated Statements of Earnings and Comprehensive Income for the six months ended June 30, 2026 and 2025 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) 2026 2025 2026 2025

Interest rate contracts $ 1,998 $ ( 2,124 ) Interest expense $ 3,080 $ 3,917

Cross currency contracts 13,676 ( 49,217 ) Interest expense 1,124 1,539

FX loss 13,203 ( 49,880 )

Total $ 15,674 $ ( 51,341 ) $ 17,407 $ ( 44,424 )

For the three months ending June 30, 2026 and 2025, net investment hedge loss of $ 5.5 million and loss of $ 45.4 million were included in OCI, respectively.

For the three months ending June 30, 2026 and 2025, excluded gain of $ 3.1 million and loss of $ 1.3 million were reclassified from OCI to interest expense, respectively.

For the six months ending June 30, 2026 and 2025, net investment hedge gain of $ 16.4 million and loss of $ 49.5 million were included in OCI, respectively.

For the six months ending June 30, 2026 and 2025, excluded gain of $ 6.1 million and loss of $ 2.5 million were reclassified from OCI to interest expense, respectively.

As of June 30, 2026 , the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheets were comprised of an asset of $ 9.5 million, which is all included in Other current assets, and of a liability of $ 59.5 million, of which $ 35.3 million is included in Other current liabilities, the balance of $ 24.2 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 March 31, As of December 31,

As of June 30, As of December 31,

(in thousands) 2026 2025 2025

12 unchanged sentences

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 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.

In June 2026, the Company reached a final eminent domain settlement related to its existing land in McKinney, Texas for approximately $ 5.9 million in net proceeds, which resulted in approximately $ 5.5 million of gain on disposal of fixed assets.

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 approximately $ 12.9 million of gain on disposal of fixed assets.

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 .

2 unchanged sentences

Goodwill consisted of the following:

As of March 31, As of December 31,

As of June 30, As of December 31,

(in thousands) 2026 2025 2025

8 unchanged sentences

Balance as of December 31, 2024

$ 53,472 $ ( 8,322 ) $ 45,150

Amortization — ( 1,340 ) ( 1,340 )

Foreign exchange 1,290 — 1,290

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

Balance as of June 30, 2025

54,762 ( 9,662 ) 45,100

Disposals ( 3,684 ) — ( 3,684 )

3 unchanged sentences

Balance as of December 31, 2025

55,455 ( 11,889 ) 43,566

Amortization — ( 1,963 ) ( 1,963 )

Reclassifications — 8 8

Foreign exchange ( 254 ) — ( 254 )

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

Balance as of June 30, 2026

$ 55,201 $ ( 13,844 ) $ 41,357

(in thousands) Gross Carrying

5 unchanged sentences

Foreign exchange 200 — 200

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

Balance as of June 30, 2025

22,659 ( 21,638 ) 1,021

Acquisitions 1,875 — 1,875

3 unchanged sentences

Balance as of December 31, 2025

24,407 ( 21,951 ) 2,456

Amortization — ( 280 ) ( 280 )

Foreign exchange 176 — 176

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

Balance as of June 30, 2026 $ 24,583 $ ( 22,231 ) $ 2,352

(in thousands) Gross Carrying

3 unchanged sentences

Balance as of December 31, 2024

$ 40,567 $ ( 18,717 ) $ 21,850

Amortization — ( 2,448 ) ( 2,448 )

Foreign exchange 1,400 — 1,400

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

Balance as of June 30, 2025

41,967 ( 21,165 ) 20,802

Amortization — ( 1,518 ) ( 1,518 )

2 unchanged sentences

Balance as of December 31, 2025

Acquisitions — 903 903

42,321 ( 22,974 ) 19,347

Amortization — ( 1,771 ) ( 1,771 )

Reclassifications — 904 904

Foreign exchange ( 204 ) — ( 204 )

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

Balance as of June 30, 2026

$ 42,117 $ ( 23,841 ) $ 18,276

(in thousands) Gross Carrying

3 unchanged sentences

Balance as of December 31, 2024

$ 264,985 $ ( 63,761 ) $ 201,224

Amortization — ( 9,242 ) ( 9,242 )

Foreign exchange 28,390 — 28,390

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

Balance as of June 30, 2025

293,375 ( 73,003 ) 220,372

Amortization — ( 9,160 ) ( 9,160 )

2 unchanged sentences

Balance as of December 31, 2025

289,121 ( 82,163 ) 206,958

Amortization — ( 9,774 ) ( 9,774 )

1 unchanged sentence

Foreign exchange ( 5,894 ) — ( 5,894 )

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

Balance as of June 30, 2026

$ 283,227 $ ( 92,371 ) $ 190,856

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

As of March 31, 2026

As of June 30, 2026

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

4 unchanged sentences

Total $ 518,741 $ ( 152,776 ) $ 365,965

As of March 31, 2025

As of June 30, 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 $ 7.0 million and $ 6.4 million for the three months ended March 31, 2026 and 2025, respectively.

Amortization of definite-lived intangible assets was $ 6.8 million and $ 6.7 million for the three months ended June 30, 2026 and 2025, respectively, and was $ 13.8 million and $ 13.4 million for the six months ended June 30, 2026 and 2025, respectively.

The weighted-average amortization period for all amortizable intangibles on a combined basis is 5.9 years.

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:

Indefinite-lived intangible assets are primarily trade names, which totaled $ 113.1 million, $ 112.1 million, and $ 115.4 million as of June 30, 2026 and 2025 and December 31, 2025, respectively.

At June 30, 2026 , the estimated future amortization of definite-lived intangible assets was as follows:

(in thousands)

Remaining nine months of 2026 $ 20,858

Remaining six months of 2026 $ 13,760

Thereafter 118,740

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

The changes in the carrying amount of goodwill and intangible assets for the six months ended June 30, 2026 , were as follows:

(in thousands) Goodwill Intangible Assets

2 unchanged sentences

Foreign exchange and other ( 11,792 ) ( 7,976 )

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

Balance at June 30, 2026 $ 546,729 $ 365,965

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 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,

The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of June 30, 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 and six months ended June 30, 2026 and 2025:

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

(in thousands) 2026 2025 2025

6 unchanged sentences

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

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

2 unchanged sentences

Operating right-of-use assets obtained in exchange for new lease liabilities 4,906 2,340 5,899 26,842

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

The following is a schedule, by years, of maturities of operating lease liabilities as of June 30, 2026 :

(in thousands) Operating Leases

Remaining nine months of 2026 $ 19,062

Remaining six months of 2026 $ 14,328

Thereafter 27,010

2 unchanged sentences

Total lease liabilities $ 113,113

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

The following table summarizes the Company's lease terms and discount rates as of June 30, 2026 and 2025:

Weighted-average remaining lease terms (in years) 6.4 6.5

2 unchanged sentences

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.

As of June 30, 2026 , the Company had $ 336.7 million, excluding deferred financing costs, outstanding under its Second Amended and Restated Credit Agreement.

Company had outstanding balances of $ 376.9 million, excluding deferred financing costs, under the Amended and Restated Credit Agreement as of June 30, 2025.

The Company had $ 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:

The following is a schedule, by years, of maturities for the remaining term loan facility as of June 30, 2026 :

(in thousands) Five-Year

Remaining nine months of 2026 $ 11,250

Remaining six months of 2026 $ 7,500

Total loan outstanding $ 292,500

During the three and six months ended June 30, 2026 , the Company made principal payments of $ 30.0 million on the Company's outstanding revolving credit facility.

The maturity of the remaining revolving credit facility of $ 44.2 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.

The Company was in compliance with its financial covenants under the Second Amended and Restated Credit Agreement as of June 30, 2026 .

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 Second Amended and Restated Credit Agreement.

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.

As of June 30, 2026 , all of the Company's credit facilities provide a total of $ 565.1 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 months ended March 31, 2026 and 2025 :

The following table presents financial information of each segment that is used by the CODM to assess the performance of segments for three and six months ended June 30, 2026 and 2025 :

(in thousands) North

2 unchanged sentences

& All Other Total

Three months ended March 31, 2026

Three Months Ended June 30, 2026

Net sales $ 522,290 $ 143,491 $ 5,295 $ — $ 671,076

15 unchanged sentences

and equity investments 11,235 2,882 25 ( 168 ) 13,974

(in thousands) North

America Europe Asia/

Pacific Administrative

& All Other Total

Three Months Ended June 30, 2025

Net sales $ 492,687 $ 133,398 $ 4,970 $ — $ 631,055

Wood Products 425,789 105,814 3,958 — 535,561

Concrete Products 65,839 27,584 979 — 94,402

Cost of sales 248,802 85,123 3,433 806 338,164

Gross profit 243,885 48,275 1,537 ( 806 ) 292,891

Research and development, and other engineering expenses 18,019 2,344 404 — 20,767

Selling expenses 42,870 12,638 935 — 56,443

General and administrative expenses 46,652 17,605 345 11,027 75,629

Sales to other segments * 846 1,854 8,015 — 10,715

Income (loss) from operations 136,489 15,669 ( 86 ) ( 11,828 ) 140,244

Depreciation and amortization 11,498 8,152 539 806 20,995

Significant non-cash charges 3,496 495 101 2,367 6,459

Provision for income taxes 32,589 3,091 231 3 35,914

Business Acquisition;

capital expenditures;

asset acquisitions, net of cash acquired;

and equity investments 29,491 2,782 308 8,439 41,020

(in thousands) North

America Europe Asia/

Pacific Administrative

& All Other Total

Six Months Ended June 30, 2026

Net sales $ 984,215 $ 264,538 $ 10,287 $ — $ 1,259,040

Wood Products 842,736 214,234 9,008 — 1,065,978

Concrete Products 139,067 50,304 1,167 — 190,538

Cost of sales 501,345 165,815 6,640 1,156 674,956

Gross profit 482,870 98,723 3,647 ( 1,156 ) 584,084

Research and development, and other engineering expenses 31,133 5,044 454 — 36,631

Selling expenses 78,292 26,941 2,078 — 107,311

General and administrative expenses 97,147 39,191 977 23,819 161,134

Sales to other segments * 1,675 346 15,153 — 17,174

Income (loss) from operations 276,297 26,786 190 ( 19,526 ) 283,747

Depreciation and amortization 31,504 17,332 956 1,618 51,410

Significant non-cash charges 8,905 941 341 5,652 15,839

Provision for income taxes 63,624 6,010 437 1,860 71,931

Business Acquisition;

capital expenditures;

asset acquisitions, net of cash acquired;

and equity investments 24,211 5,410 229 3,600 33,450

Total assets 2,406,456 822,252 49,858 ( 138,715 ) 3,139,851

3 unchanged sentences

& All Other Total

Three months ended March 31, 2025

Six Months Ended June 30, 2025

Net sales $ 913,386 $ 247,258 $ 9,306 $ — $ 1,169,950

18 unchanged sentences

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 $ 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.

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 $ 313.9 million and $ 105.9 million as of June 30, 2026 and 2025, respectively.

As of June 30, 2026 , the Company had $ 136.6 million or 30.3 % 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.

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:

The following

table illustrates the distribution of the Company’s net sales by product group as additional information for the three and six months ended June 30, 2026 and 2025:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

5 unchanged sentences

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 .

On July 23, 2026, the Board declared a quarterly cash dividend of $ 0.30 per share of the Company's common stock, payable on October 22, 2026 to stockholders of record on October 1, 2026, and estimated to be $ 12.2 million in total.

Share Repurchase Authorizations

On July 23, 2026, the Board authorized the Company to repurchase an additional $ 50.0 million of shares of the Company's common stock through the end of the year 2026, increasing the 2026 share repurchase authorization to $ 200.0 million.

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