Gilstrap Jeremy 4

What Happened

• Jeremy Gilstrap, Executive Vice President, Innovation at Simpson Manufacturing (SSD), received 2,449 shares as the settlement of performance stock units on February 17, 2026 (acquisition reported at $0 per share). To satisfy tax withholding obligations, the company withheld 418 shares at $209.01 each, resulting in disposition proceeds of about $87,366.
• A portion of the shares from this settlement were elected to be deferred under Simpson’s Nonqualified Plan and will settle on future dates per the reporting person’s deferral elections.

Key Details

• Transaction dates and prices: 02/17/2026 — Award/settlement: 2,449 shares @ $0.00 (acquired); Tax withholding: 418 shares @ $209.01 (disposed), proceeds ≈ $87,366.
• Award background: These were performance stock units granted Jan 2023; performance/vesting period ended 12/31/2025 and settlement occurred 02/17/2026 (F2).
• Shares owned/beneficial ownership after the transaction: Reporting person’s holdings include 1,958 restricted stock units that have not vested and 2,774 shares deferred under the Company’s Nonqualified Plan (F4). Some shares are held in the company’s profit-sharing plan of which the reporting person is a participant (F5).
• Notable footnotes: deferred settlement election (F1); withholding to satisfy tax obligation (F3); PSU settlement details (F2–F4); plan-held shares (F5).
• Filing: Report filed 02/18/2026 reporting 02/17/2026 transactions (filed the next day, generally within Form 4 timing requirements).

Context

• This was a settlement of performance awards, not an open-market purchase or a discretionary sale. The 418-share disposition reflects share withholding to cover taxes (a common, administrative action), not an independent sale signal.
• Some shares were deferred to a later settlement date, and some units remain unvested—these limitations affect immediate liquidity and should be considered when interpreting the reporting person’s holdings.