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): ~~December 16~~February 9, ~~2025~~2026

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 12.0102 Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~December 16~~February 9, ~~2025~~2026, Simpson Manufacturing Co., Inc. ~~(the~~issued ~~“Company”)~~a ~~entered~~press ~~into~~release ~~that~~announcing ~~certain~~financial ~~Second~~results ~~Amended~~for ~~and Restated Credit Agreement (~~the ~~“Second~~fourth ~~Amended~~quarter and ~~Restated~~full ~~Credit~~year ~~Agreement”)~~ended December 31, ~~among the Company~~2025, ~~the~~a ~~subsidiaries~~copy of ~~the~~which ~~Company~~is ~~party~~attached ~~thereto~~hereto as ~~guarantors,~~Exhibit ~~the lenders party thereto, Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, and the other parties party thereto~~99.1 ~~The Second Amended~~ and ~~Restated~~is ~~Credit~~incorporated ~~Agreement~~herein ~~amends~~by ~~and~~this 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 amendedreference.

~~The~~ This ~~Second~~information ~~Amended~~is ~~and~~furnished ~~Restated~~pursuant ~~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 ~~$50,000,000,~~Item ~~and~~2.02 ~~for a 5-year term loan facility of $300,000,000 (the “Term Loan Facility”~~ and, ~~together~~shall ~~with~~not ~~the Revolving Credit Facility, the “Credit Facilities”). Borrowings under the Revolving Credit Facility will~~ be ~~used~~deemed to"filed" ~~fund permitted acquisitions and other investments permitted under the Second Amended and Restated Credit Agreement and~~ for ~~ongoing~~purposes ~~working capital and general business needs. Borrowings under the Term Loan Facility were used, on the closing date~~ of ~~the~~Section ~~Second~~18 ~~Amended and Restated Credit Agreement, to refinance indebtedness~~ of the ~~Company~~Securities ~~and~~Exchange ~~its~~Act ~~subsidiaries and for payment~~ of ~~premiums~~1934, ~~fees~~as ~~and~~amended ~~expenses incurred in connection with~~ (the ~~Second~~"Exchange ~~Amended~~Act"), ~~and~~nor ~~Restated~~shall ~~Credit~~it ~~Agreement~~be ~~and~~deemed ~~the~~incorporated ~~transactions~~by ~~contemplated~~reference ~~to occur~~ in ~~connection~~any ~~therewith.~~filing ~~The~~under ~~Company has~~ the ~~ability~~Securities toAct ~~increase the principal amount~~ of ~~the~~1933, ~~Credit~~as ~~Facilities~~amended, byor ~~an additional amount equal to~~ the ~~greater~~Exchange ~~of $525~~Act,~~000,000~~ ~~and~~except ~~100%~~as ofshall ~~consolidated~~be ~~EBITDA~~expressly ~~for~~set ~~the~~forth ~~most recently ended fiscal quarter,~~ by ~~obtaining~~specific ~~additional~~reference ~~commitments~~in ~~from~~such ~~existing~~a ~~lenders or new lenders and satisfying certain other customary conditions~~filing.

~~The~~Item ~~Company is required to pay an annual revolving credit facility fee of 0~~7.~~10%~~01 Regulation toFD 0Disclosures.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.

~~Amounts~~Representatives ~~borrowed~~of ~~under~~Simpson ~~the~~Manufacturing ~~Credit Facilities will bear interest from time to time at either Base Rate~~Co., 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 AgreementInc. ~~The Applicable Margin is determined based on~~ (the “Company~~’s net leverage ratio, and ranges (i~~”) ~~from~~intend ~~0.00%~~ to ~~0.75%~~present ~~per annum for amounts borrowed under~~ the ~~Term~~Investor ~~Loan~~Presentation ~~Facility~~furnished ~~that~~as ~~bear~~Exhibit ~~interest at Base Rate, (ii) from 0~~99.~~75%~~2 to ~~1.75%~~this ~~per~~Current ~~annum~~Report ~~for~~on ~~amounts~~Form ~~borrowed under the Term Loan Facility that bear interest at Eurocurrency Rate~~8-K, ~~Daily~~to ~~Simple~~analysts ~~SOFR~~and orinvestors ~~Term SOFR, (iii)~~ from ~~0.00%~~time to ~~0.50%~~time ~~per~~on ~~annum~~or ~~for~~after ~~amounts~~February ~~borrowed under the Revolving Credit Facility that bear interest at Base Rate~~9, ~~(iv) from 0~~2026.~~6826%~~ toThe ~~1.5326%~~slide ~~per~~presentation ~~annum~~will ~~for~~be ~~amounts~~available ~~borrowed~~on ~~under~~ the ~~Revolving~~Investor ~~Credit~~Relations ~~Facility~~page ~~that~~of ~~bear interest at Daily Simple RFR (solely to~~ the ~~extent~~Company’s ~~denominated~~website ~~in pound sterling) and (v) from 0.65% to 1.50% per annum for amounts borrowed under the Revolving Credit Facility that bear interest~~ at ~~Daily Simple RFR (other than loans denominated in pound sterling) or Eurocurrency Rate~~ir. ~~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~~simpsonmfg.com.

The ~~Second~~information ~~Amended~~furnished ~~and~~pursuant ~~Restated Credit Agreement requires the Company and its subsidiaries~~ to ~~comply~~this ~~with~~Item ~~various customary affirmative covenants~~7.01, including, ~~without~~Exhibit ~~limitation,~~99.2 ~~furnishing~~furnished ~~updated financial and other information~~herewith, ~~preserving~~shall ~~existence~~not ~~and~~be ~~entitlements,~~deemed ~~maintaining~~“filed” ~~properties~~for ~~and~~purposes ~~insurance,~~of ~~complying~~Section ~~with~~18 ~~laws,~~of ~~maintaining books and records, requiring any new domestic subsidiary meeting a materiality threshold specified in~~ the ~~Second~~Securities ~~Amended~~Exchange ~~and~~Act ~~Restated~~of ~~Credit Agreement to become a guarantor thereunder~~1934, ~~and~~as ~~paying~~amended ~~certain obligations. The Second Amended and Restated Credit Agreement also contains various customary negative covenants binding~~ (the ~~Company~~“Exchange ~~and its subsidiaries~~Act”), ~~including,~~nor ~~without~~shall ~~limitation,~~it ~~restrictions~~be ondeemed ~~liens~~incorporated ~~and~~by ~~indebtedness,~~reference ~~investments~~in ~~(including~~any ~~restrictions~~filing onunder ~~acquisitions by~~ the ~~Company),~~Securities ~~fundamental~~Act ~~changes, dividends and distributions, sales and leasebacks, transactions with affiliates, burdensome agreements, use~~ of ~~proceeds~~1933, ~~maintenance~~as ~~of business~~amended, ~~amendments~~or ofthe ~~organizational~~Exchange ~~documents~~Act, ~~accounting~~except ~~changes,~~as ~~and~~expressly ~~prepayments~~set ~~and~~forth ~~modifications~~by ofspecific ~~subordinated~~reference ~~debt,~~ in ~~each~~such ~~case,~~a ~~subject to specified exceptions~~filing.

The ~~Second~~information ~~Amended~~furnished ~~and~~pursuant ~~Restated~~to ~~Credit~~this ~~Agreement~~Item ~~requires~~7.01, ~~the~~including ~~Company~~Exhibit to99.2 ~~comply~~furnished ~~with~~herewith, ~~two~~contains ~~financial~~“forward-looking ~~maintenance~~statements” ~~covenants,~~within ~~each~~the ~~calculated~~meaning onof athe ~~consolidated~~safe ~~basis.~~harbor ~~The~~provisions ~~Company~~of ~~has~~the tofederal ~~maintain~~securities alaws. ~~maximum~~It ~~consolidated~~should ~~net~~be ~~leverage~~read ~~ratio~~in ofconjunction ~~not~~with ~~greater~~the ~~than~~“Safe ~~3.50~~Harbor” tostatement ~~1.00~~contained asin of the ~~last~~Investor ~~day of each fiscal quarter~~Presentation, ~~subject~~the torisk afactors ~~step-up,~~included atin the Company’s ~~election,~~periodic toreports ~~4.00~~filed towith ~~1.00~~the ~~for~~Securities ~~four~~and ~~consecutive~~Exchange ~~fiscal~~Commission ~~quarters~~and ~~following~~the another ~~acquisition~~public ~~above~~announcements athat ~~specified~~the ~~threshold. The~~ Company ~~has~~may tomake, ~~maintain~~by apress ~~minimum~~release ~~consolidated~~or ~~interest~~otherwise, ~~coverage~~from ~~ratio~~time ~~of not less than 2.50~~ to 1time.~~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
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.
99.1						Press Release dated February 9, 2026
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:

~~December~~February 229, ~~2025~~2026

/s/ Matt Dunn

Matt Dunn

Chief Financial Officer and Treasurer

Chief Financial Officer

Filing Compare · Simpson Manufacturing Co., Inc.