UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October 27~~December 16, 2025

Simpson Manufacturing Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-13429

94-3196943

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

5956 W. Las Positas Boulevard, Pleasanton, CA 94588

(Address of principal executive offices)

(Registrant’s telephone number, including area code): (925) 560-9000


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	SSD	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-2)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.~~02 Results~~01 ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition.~~Definitive Agreement

On ~~October 27~~December 16, 2025, Simpson Manufacturing Co., Inc. ~~issued~~(the a“Company”) ~~press~~entered ~~release~~into ~~announcing~~that ~~financial~~certain ~~results~~Second ~~for~~Amended and Restated Credit Agreement (the ~~quarter~~“Second ~~ended~~Amended ~~September 30~~and Restated Credit Agreement”), ~~2025~~among the Company, athe ~~copy~~subsidiaries of ~~which~~the isCompany ~~attached~~party ~~hereto~~thereto as ~~Exhibit~~guarantors, 99the lenders party thereto, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the other parties party thereto.1 The Second Amended and isRestated ~~incorporated~~Credit ~~herein~~Agreement byamends ~~this~~and ~~reference~~restates in its entirety that certain Amended and Restated Credit Agreement, dated as of March 30, 2022, among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, Wells Fargo, as administrative agent, and the other parties party thereto, as amended.

~~This~~The ~~information~~Second isAmended ~~furnished~~and ~~pursuant~~Restated Credit Agreement provides for a 5-year revolving credit facility of $600,000,000 (the “Revolving Credit Facility”), which includes a letter of credit subfacility of up to ~~Item~~$50,000,000, ~~2.02~~and for a 5-year term loan facility of $300,000,000 (the “Term Loan Facility” and, ~~shall~~together ~~not~~with the Revolving Credit Facility, the “Credit Facilities”). Borrowings under the Revolving Credit Facility will be ~~deemed~~used ~~"filed"~~to fund permitted acquisitions and other investments permitted under the Second Amended and Restated Credit Agreement and for ~~purposes~~ongoing working capital and general business needs. Borrowings under the Term Loan Facility were used, on the closing date of ~~Section~~the 18Second Amended and Restated Credit Agreement, to refinance indebtedness of the ~~Securities~~Company ~~Exchange~~and ~~Act~~its subsidiaries and for payment of ~~1934~~premiums, asfees ~~amended~~and (expenses incurred in connection with the ~~"Exchange~~Second ~~Act"),~~Amended ~~nor~~and ~~shall~~Restated itCredit beAgreement ~~deemed~~and ~~incorporated~~the bytransactions ~~reference~~contemplated to occur in ~~any~~connection ~~filing~~therewith. ~~under~~The Company has the ~~Securities~~ability ~~Act~~to increase the principal amount of ~~1933,~~the asCredit ~~amended,~~Facilities orby an additional amount equal to the ~~Exchange~~greater ~~Act~~of $525,000,000 ~~except~~and as100% ~~shall~~of beconsolidated ~~expressly~~EBITDA ~~set~~for ~~forth~~the most recently ended fiscal quarter, by ~~specific~~obtaining ~~reference~~additional incommitments ~~such~~from aexisting ~~filing~~lenders or new lenders and satisfying certain other customary conditions.

~~Item~~The 7Company is required to pay an annual revolving credit facility fee of 0.~~01 Regulation~~10% FDto ~~Disclosures~~0.25% per annum on the available commitments under the Revolving Credit Facility, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s net leverage ratio. The Company is also required to pay customary fees as specified in separate fee agreements between the Company, Wells Fargo and/or other arrangers.

~~Representatives~~Amounts ofborrowed ~~Simpson~~under ~~Manufacturing~~the ~~Co.~~Credit Facilities will bear interest from time to time at either Base Rate, ~~Inc~~Daily Simple SOFR, Term SOFR, Eurocurrency Rate or Daily Simple RFR, in each case, as calculated under and as in effect from time to time under the Second Amended and Restated Credit Agreement, plus the Applicable Margin, as defined in the Second Amended and Restated Credit Agreement. (The Applicable Margin is determined based on the “Company”’s net leverage ratio, and ranges (i) ~~intend~~from 0.00% to ~~present~~0.75% per annum for amounts borrowed under the ~~Investor~~Term ~~Presentation~~Loan ~~furnished~~Facility asthat ~~Exhibit~~bear 99interest at Base Rate, (ii) from 0.275% to ~~this~~1.75% ~~Current~~per ~~Report~~annum onfor ~~Form~~amounts ~~8-K~~borrowed under the Term Loan Facility that bear interest at Eurocurrency Rate, toDaily ~~analysts~~Simple ~~and~~SOFR ~~investors~~or Term SOFR, (iii) from ~~time~~0.00% to ~~time~~0.50% onper orannum ~~after~~for ~~October~~amounts 27borrowed under the Revolving Credit Facility that bear interest at Base Rate, ~~2025~~(iv) from 0.6826% ~~The~~to ~~slide~~1.5326% ~~presentation~~per ~~will~~annum befor ~~available~~amounts onborrowed under the ~~Investor~~Revolving ~~Relations~~Credit ~~page~~Facility ofthat bear interest at Daily Simple RFR (solely to the ~~Company’s~~extent ~~website~~denominated atin irpound sterling) and (v) from 0.~~simpsonmfg~~65% to 1.~~com~~50% per annum for amounts borrowed under the Revolving Credit Facility that bear interest at Daily Simple RFR (other than loans denominated in pound sterling) or Eurocurrency Rate. Loans outstanding under the Second Amended and Restated Credit Agreement may be prepaid at any time without penalty except for customary breakage costs and expenses.

The ~~information~~Second ~~furnished~~Amended ~~pursuant~~and Restated Credit Agreement requires the Company and its subsidiaries to ~~this~~comply ~~Item~~with ~~7.01~~various customary affirmative covenants, including, ~~Exhibit~~without ~~99.2~~limitation, ~~furnished~~furnishing ~~herewith~~updated financial and other information, ~~shall~~preserving ~~not~~existence beand ~~deemed~~entitlements, ~~“filed”~~maintaining ~~for~~properties ~~purposes~~and ofinsurance, ~~Section~~complying 18with oflaws, maintaining books and records, requiring any new domestic subsidiary meeting a materiality threshold specified in the ~~Securities~~Second ~~Exchange~~Amended ~~Act~~and ofRestated ~~1934~~Credit Agreement to become a guarantor thereunder, asand ~~amended~~paying (certain obligations. The Second Amended and Restated Credit Agreement also contains various customary negative covenants binding the ~~“Exchange~~Company ~~Act”)~~and its subsidiaries, ~~nor~~including, ~~shall~~without itlimitation, berestrictions ~~deemed~~on ~~incorporated~~liens byand ~~reference~~indebtedness, ininvestments ~~any~~(including ~~filing~~restrictions ~~under~~on acquisitions by the ~~Securities~~Company), ~~Act~~fundamental changes, dividends and distributions, sales and leasebacks, transactions with affiliates, burdensome agreements, use of ~~1933~~proceeds, asmaintenance ~~amended~~of business, oramendments ~~the~~of ~~Exchange~~organizational ~~Act~~documents, ~~except~~accounting aschanges, ~~expressly~~and ~~set~~prepayments ~~forth~~and bymodifications ~~specific~~of ~~reference~~subordinated debt, in ~~such~~each acase, ~~filing~~subject to specified exceptions.

The ~~information~~Second ~~furnished~~Amended ~~pursuant~~and toRestated ~~this~~Credit ~~Item~~Agreement ~~7.01,~~requires ~~including~~the ~~Exhibit~~Company ~~99.2~~to ~~furnished~~comply ~~herewith,~~with ~~contains~~two ~~“forward-looking~~financial ~~statements”~~maintenance ~~within~~covenants, ~~the~~each ~~meaning~~calculated ofon ~~the~~a ~~safe~~consolidated ~~harbor~~basis. ~~provisions~~The ofCompany ~~the~~has ~~federal~~to ~~securities~~maintain ~~laws.~~a Itmaximum ~~should~~consolidated benet ~~read~~leverage inratio ~~conjunction~~of ~~with~~not ~~the~~greater ~~“Safe~~than ~~Harbor”~~3.50 ~~statement~~to ~~contained~~1.00 inas of the ~~Investor~~last ~~Presentation~~day of each fiscal quarter, ~~the~~subject ~~risk~~to ~~factors~~a ~~included~~step-up, inat the Company’s ~~periodic~~election, ~~reports~~to ~~filed~~4.00 ~~with~~to ~~the~~1.00 ~~Securities~~for ~~and~~four ~~Exchange~~consecutive ~~Commission~~fiscal ~~and~~quarters ~~the~~following ~~other~~an ~~public~~acquisition ~~announcements~~above ~~that~~a ~~the~~specified threshold. The Company ~~may~~has ~~make,~~to bymaintain ~~press~~a ~~release~~minimum orconsolidated ~~otherwise,~~interest ~~from~~coverage ~~time~~ratio of not less than 2.50 to ~~time~~1.00 as of the last day of each fiscal quarter.

The Second Amended and Restated Credit Agreement contains customary events of default, including, without limitation, failure to make a payment when due, default on various covenants in the Second Amended and Restated Credit Agreement, breach of representations or warranties, cross-default on other material indebtedness, bankruptcy or insolvency, occurrence of certain

judgments and certain events under the Employee Retirement Income Security Act of 1974, invalidity of loan documents, or change of control.

If an event of default occurs and is continuing under the Second Amended and Restated Credit Agreement, the lenders may terminate their commitments and may accelerate the obligations and take certain other specified remedies.

In the ordinary course of business, certain of the lenders under the Second Amended and Restated Credit Agreement and their affiliates have provided to the Company and its subsidiaries, and may in the future provide, (i) investment banking, commercial banking cash management, foreign exchange or other financial services, and (ii) services as a bond trustee and other trust and fiduciary services, for which they have received compensation and may receive compensation in the future.

The foregoing summary of the material terms of the Second Amended and Restated Credit Agreement is qualified in its entirety by reference to the Second Amended and Restated Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 2.03			Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release dated October 27, 2025
10.1						Second Amended and Restated Credit Agreement among the Company, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties party thereto.
99.2						Simpson Manufacturing Co., Inc. Investor Presentation
104						Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Simpson Manufacturing Co., Inc.

(Registrant)

DATE:

~~October~~December 2722, 2025

/s/ Matt Dunn

Matt Dunn

Chief Financial Officer

Chief Financial Officer and Treasurer

Filing Compare · Simpson Manufacturing Co., Inc.