What changed in this filing

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Item 1. Financial Statements

2025-08-04 compared with 2025-05-05 · 139 added, 103 removed, 527 unchanged (31% of the section changed)

3 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2025 2024 2025 2024

(thousands, except per-share data)

8 unchanged sentences

Income from operations 80,530 146,981 135,049 279,963

Foreign currency exchange loss — ( 299 )

Foreign currency exchange gain (loss) 1,093 ( 104 ) 1,093 ( 403 )

Pension expense (excluding service costs) ( 32 ) ( 37 ) ( 65 ) ( 74 )

17 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2025 2024 2025 2024

Net income $ 61,985 $ 112,292 $ 102,333 $ 216,416

36 unchanged sentences

Compensation and benefits 98,865 127,415

Income taxes payable 5,469 —

Interest payable 10,145 9,957

24 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

Cash provided by (used for) operations

14 unchanged sentences

Other ( 628 ) ( 1,151 )

Net cash provided by (used for) operations ( 28,476 ) 27,462

Net cash provided by operations 4,694 169,165

Cash provided by (used for) investment

4 unchanged sentences

Cash provided by (used for) financing

Borrowings of long-term debt, including revolving credit facility 50,000 —

Payments of long-term debt, including revolving credit facility ( 50,000 ) —

Treasury stock purchased ( 87,746 ) ( 88,858 )

1 unchanged sentence

Tax withholding payments on stock-based awards ( 5,939 ) ( 11,117 )

Payments of deferred financing costs ( 1,819 ) —

Other ( 943 ) ( 952 )

19 unchanged sentences

Balance at March 31, 2025 45,248 $ 452 7,439 $ ( 396,284 ) $ 562,859 $ ( 454 ) $ 1,960,504 $ 2,127,077

Net income 61,985 61,985

Other comprehensive income 6 6

Treasury stock purchased 354 ( 32,127 ) ( 32,127 )

Stock-based compensation 3,253 3,253

Common stock dividends ($ 0.21 per share)

( 7,815 ) ( 7,815 )

Tax withholding payments on stock-based awards ( 1 ) ( 1 )

Other ( 321 ) ( 321 )

Balance at June 30, 2025 45,248 $ 452 7,793 $ ( 428,732 ) $ 566,111 $ ( 448 ) $ 2,014,674 $ 2,152,057

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

14 unchanged sentences

Balance at March 31, 2024 45,127 $ 451 5,649 $ ( 172,377 ) $ 553,821 $ ( 509 ) $ 1,875,816 $ 2,257,202

Net income 112,292 112,292

Other comprehensive income 7 7

Common stock issued 3 — —

Treasury stock purchased 472 ( 61,887 ) ( 61,887 )

Stock-based compensation 3,818 3,818

Common stock dividends ($ 0.20 per share)

( 7,680 ) ( 7,680 )

Tax withholding payments on stock-based awards ( 160 ) ( 160 )

Other ( 615 ) ( 1 ) ( 616 )

Balance at June 30, 2024 45,130 $ 451 6,121 $ ( 234,879 ) $ 557,478 $ ( 502 ) $ 1,980,428 $ 2,302,976

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

44 unchanged sentences

In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers.

For our BMD segment, costs related to shipping and handling of $ 60.2 million and $ 59.0 million for the three months ended March 31, 2025 and 2024, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations.

For our BMD segment, costs related to shipping and handling of $ 68.9 million and $ 64.5 million for the three months ended June 30, 2025 and 2024, respectively, and $ 129.2 million and $ 123.4 million for the six months ended June 30, 2025 and 2024, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations.

In our BMD segment, our activities relate to the purchase and resale of finished products, and excluding shipping and handling costs from "Materials, labor, and other operating expenses (excluding depreciation)" provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions.

2 unchanged sentences

We provide the rebates to increase the sell-through of our products.

Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At March 31, 2025 and December 31, 2024, we had $ 66.5 million and $ 91.4 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At June 30, 2025 and December 31, 2024, we had $ 84.0 million and $ 91.4 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

We also estimate expected cash discounts on trade accounts receivable based on an analysis of historical experience and record cash discounts as a decrease in "Sales." We adjust our estimate of revenue at the earlier of when the probability of rebates paid and cash discounts provided changes or when the amounts become fixed.

2 unchanged sentences

We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs.

At March 31, 2025 and December 31, 2024, we had $ 18.4 million and $ 17.7 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets.

At June 30, 2025 and December 31, 2024, we had $ 10.0 million and $ 17.7 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets.

Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product.

38 unchanged sentences

$ 1,116,343 $ 1,047,083

At June 30, 2025 and December 31, 2024, we had $ 11.4 million and $ 10.8 million, respectively, of accrued purchases of property and equipment.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

4 unchanged sentences

Financial Instruments

Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and an interest rate swap.

Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and an interest rate swap, which expired in June 2025.

Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds.

As of March 31, 2025 and December 31, 2024, we held $ 534.8 million and $ 679.5 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs.

As of June 30, 2025 and December 31, 2024, we held $ 444.3 million and $ 679.5 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs.

The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature.

At March 31, 2025 and December 31, 2024, the book value of our fixed-rate debt for each period was $ 400.0 million, and the fair value was estimated to be $ 377.0 million for each period.

At June 30, 2025 and December 31, 2024, the book value of our fixed-rate debt for each period was $ 400.0 million, and the fair value was estimated to be $ 388.0 million and $ 377.0 million, respectively.

The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate, long-term debt.

We estimated the fair value of our fixed-rate debt using quoted market prices of our debt in inactive markets (Level 2 inputs).

The interest rate on our variable-rate debt is based on market conditions such as the Secured Overnight Financing Rate (SOFR) or a base rate.

The interest rate on our variable-rate debt is based on market conditions such as the Secured Overnight Financing Rate (SOFR).

Because the interest rate on the variable-rate debt is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our variable-rate debt approximates book value.

As discussed below, we also have an interest rate swap to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs.

As discussed below, prior to its expiration in June 2025, we also had an interest rate swap to mitigate our variable interest rate exposure, the fair value of which was measured based on Level 2 inputs.

Interest Rate Risk and Interest Rate Swap

We are exposed to interest rate risk arising from fluctuations in variable-rate SOFR on our term loan and when we have loan amounts outstanding on our Revolving Credit Facility.

At March 31, 2025, we had $ 50.0 million of variable-rate debt outstanding based on one-month term SOFR.

Our objective is to limit the variability of interest payments on our debt.

To meet this objective, we enter into receive-variable, pay-fixed interest rate swaps to mitigate the variable-rate cash flow exposure with fixed-rate cash flows.

We are exposed to interest rate risk arising from fluctuations in variable-rate SOFR when we have loan amounts outstanding on our revolving credit facility.

In addition, we were exposed to interest rate risk arising from fluctuations in variable-rate SOFR on our term loan prior to its repayment in April 2025.

To limit the variability of interest payments on our debt, we entered into receive-variable, pay-fixed interest rate swaps to mitigate the variable-rate cash flow exposure with fixed-rate cash flows.

Our interest rate swap agreement expired in June 2025.

Under the interest rate swap, we received one-month SOFR plus a spread adjustment of 0.10 % variable interest rate payments and made fixed interest rate payments, thereby fixing the interest rate on $ 50.0 million of variable rate debt exposure from our term loan.

Payments on this interest rate swap, with a notional principal amount of $ 50.0 million, were due on a monthly basis at an annual fixed rate of 0.41 %.

The interest rate swap agreement was not designated as a cash flow hedge, and as a result, all changes in the fair value were recognized in "Change in fair value of interest rate swaps" in our Consolidated Statements of Operations rather than through other comprehensive income.

At December 31, 2024, the fair value of the interest rate swap agreement was immaterial.

The swap was valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

In accordance with our risk management strategy, we actively monitor our interest rate exposure and use derivative instruments from time to time to manage the related risk.

We do not speculate using derivative instruments.

At March 31, 2025, we had one interest rate swap agreement.

Under the interest rate swap, we receive one-month SOFR plus a spread adjustment of 0.10 % variable interest rate payments and make fixed interest rate payments, thereby fixing the interest rate on $ 50.0 million of variable rate debt exposure.

Payments on this interest rate swap, with a notional principal amount of $ 50.0 million, are due on a monthly basis at an annual fixed rate of 0.41 %, and this swap expires in June 2025.

The interest rate swap agreement was not designated as a cash flow hedge, and as a result, all changes in the fair value are recognized in "Change in fair value of interest rate swaps" in our Consolidated Statements of Operations rather than through other comprehensive income.

At March 31, 2025 and December 31, 2024, the fair value of the interest rate swap agreement was immaterial.

The swap was valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

Concentration of Credit Risk

1 unchanged sentence

In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations.

At March 31, 2025, receivables from two customers accounted for approximately 17 % and 10 % of total receivables.

At June 30, 2025, receivables from two customers accounted for approximately 18 % and 14 % of total receivables.

At December 31, 2024, receivables from these two customers accounted for approximately 19 % and 11 % of total receivables.

13 unchanged sentences

There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.

For the three months ended March 31, 2025 and 2024, we recorded $ 13.8 million and $ 32.8 million, respectively, of income tax expense and had an effective rate of 25.5 % and 24.0 %, respectively.

For both periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes.

During the three months ended March 31, 2025 and 2024, cash paid for taxes, net of refunds received, were $ 1.5 million and $ 1.9 million, respectively.

For the three and six months ended June 30, 2025, we recorded $ 18.6 million and $ 32.5 million, respectively, of income tax expense and had an effective rate of 23.1 % and 24.1 %, respectively.

For the three and six months ended June 30, 2024, we recorded $ 38.5 million and $ 71.3 million, respectively, of income tax expense and had an effective rate of 25.5 % and 24.8 %, respectively.

For all periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes.

During the six months ended June 30, 2025 and 2024, cash paid for taxes, net of refunds received, were $ 32.1 million and $ 66.5 million, respectively.

Net Income Per Common Share

5 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2025 2024 2025 2024

(thousands, except per-share data)

5 unchanged sentences

Net income per common share - Diluted $ 1.64 $ 2.84 $ 2.69 $ 5.44

The computation of the dilutive effect of other potential common shares excludes stock awards representing an insignificant number of shares of common stock in both the three months ended March 31, 2025 and 2024.

The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.1 million shares of common stock and an insignificant number of shares of common stock, respectively, in the three months ended June 30, 2025 and 2024, and 0.1 million shares of common stock and an insignificant number of shares of common stock, respectively, in the six months ended June 30, 2025 and 2024.

Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

2 unchanged sentences

The carrying amount of our goodwill by segment is as follows:

Balance at December 31, 2024 and March 31, 2025 $ 45,779 $ 126,166 $ 171,945

At March 31, 2025 and December 31, 2024, intangible assets represented the values assigned to trade names and trademarks and customer relationships.

Balance at December 31, 2024 and June 30, 2025 $ 45,779 $ 126,166 $ 171,945

At June 30, 2025 and December 31, 2024, intangible assets represented the values assigned to trade names and trademarks and customer relationships.

We maintain trademarks for our manufactured wood products, particularly EWP.

2 unchanged sentences

In addition, we have acquired trade names and customer relationships through acquisitions, which are amortized over their useful life.

For the three months ended March 31, 2025 and 2024 we recognized $ 5.1 million and $ 4.9 million, respectively, of amortization expense for intangible assets.

For the three months ended June 30, 2025 and 2024 we recognized $ 5.1 million and $ 4.9 million, respectively, of amortization expense for intangible assets.

For the six months ended June 30, 2025 and 2024 we recognized $ 10.2 million and $ 9.8 million, respectively, of amortization expense for intangible assets.

Intangible assets consisted of the following:

March 31, 2025

June 30, 2025

Gross Carrying

13 unchanged sentences

2025 December 31,

Asset-based revolving credit facility due 2027 $ — $ —

Asset-based credit facility term loan due 2027 50,000 50,000

Revolving credit facility due 2030 $ 50,000 $ —

4.875 % senior notes due 2030

400,000 400,000

Asset-based revolving credit facility due 2027 — —

Asset-based credit facility term loan due 2027 — 50,000

Deferred financing costs ( 5,116 ) ( 3,833 )

Long-term debt $ 444,884 $ 446,167

Asset-Based Credit Facility

On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and

Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (the Amended Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders.

The Amended Agreement includes a $ 400 million senior secured asset-based revolving credit facility (Revolving Credit Facility) and a $ 50.0 million term loan (ABL Term Loan) maturing on the earlier of (a) September 9, 2027 and (b) 90 days prior to the maturity of our $ 400 million of 4.875 % senior notes due July 1, 2030 (or the maturity date of any permitted refinancing indebtedness or permitted upsized refinancing indebtedness in respect thereof).

Interest on borrowings under our Revolving Credit Facility and ABL Term Loan is payable monthly.

Borrowings under the Amended Agreement are constrained by a borrowing base formula dependent upon levels of eligible receivables and inventory reduced by outstanding borrowings and letters of credit (Availability).

The Amended Agreement is secured by a first-priority security interest in substantially all of our assets, except for property and equipment.

The proceeds of borrowings under the agreement are available for working capital and other general corporate purposes.

The Amended Agreement contains customary nonfinancial covenants, including a negative pledge covenant and restrictions on new indebtedness, investments, distributions to equity holders, asset sales, and affiliate transactions, the scope of which are dependent on the Availability existing from time to time.

The Amended Agreement also contains a requirement that we meet a 1 :1 fixed-charge coverage ratio (FCCR), applicable only if Availability falls below the greater of (a) 10 % of the Line Cap (as defined in the Amended Agreement) and (b) $ 35 million.

Availability exceeded the minimum threshold amounts required for testing of the FCCR at all times since entering into the Amended Agreement, and Availability at March 31, 2025 was $ 395.7 million.

The Amended Agreement permits us to pay dividends only if at the time of payment (a) no default has occurred or is continuing (or would result from such payment) under the Amended Agreement, and (b) either (i) pro forma Excess Availability (as defined in the Amended Agreement) is equal to or exceeds the greater of (x) 20 % of the Line Cap and (y) $ 75 million or (ii) (x) pro forma Excess Availability is equal to or exceeds the greater of (1) 15 % of Line Cap and (2) $ 55 million and (y) our fixed-charge coverage ratio is greater than or equal to 1 :1 on a pro forma basis.

Revolving Credit Facility

Interest rates under the Revolving Credit Facility are based, at our election, on either Daily Simple SOFR, Term SOFR, or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.25 % to 1.50 % for loans based on SOFR and from 0.25 % to 0.50 % for loans based on the base rate.

The spread is determined on the basis of a pricing grid that results in a higher spread as average quarterly Availability declines.

Both SOFR options include an additional credit spread adjustment of 0.10 %.

Letters of credit are subject to a fronting fee payable to the issuing bank and a fee payable to the lenders equal to the Term SOFR margin rate.

In addition, we are required to pay an unused commitment fee at a rate of 0.20 % per annum of the average unused portion of the lending commitments.

At both March 31, 2025 and December 31, 2024, we had no borrowings outstanding under the Revolving Credit Facility and $ 4.3 million of letters of credit outstanding.

These letters of credit and borrowings, if any, reduce Availability under the Revolving Credit Facility by an equivalent amount.

ABL Term Loan

The ABL Term Loan was provided by institutions within the Farm Credit system.

Borrowings under the ABL Term Loan may be repaid from time to time at the discretion of the borrowers without premium or penalty.

However, any principal amount of ABL Term Loan repaid may not be subsequently re-borrowed.

Interest rates under the ABL Term Loan are based, at our election, on either Daily Simple SOFR, Term SOFR, or a base rate, as defined in the Amended Agreement, plus a spread over the index elected that ranges from 1.75 % to 2.00 % for SOFR rate loans and from 0.75 % to 1.00 % for base rate loans, both dependent on the amount of Average Excess Availability (as defined in the Amended Agreement).

Both SOFR options include an additional credit spread adjustment of 0.10 %.

During the three months ended March 31, 2025, the average interest rate on the ABL Term Loan was approximately 6.17 %.

We have received and expect to continue receiving patronage credits under the ABL Term Loan.

Patronage credits are distributions of profits from banks in the Farm Credit system, which are cooperatives that are required to distribute profits to their members.

Patronage distributions, which are generally made in cash, are received in the year after they are earned.

Patronage credits are recorded as a reduction to interest expense in the year earned.

After giving effect to expected patronage distributions, the effective average net interest rate on the ABL Term Loan was approximately 5.2 % during the three months ended March 31, 2025.

Credit Agreement

On April 14, 2025, we entered into a Credit Agreement (the Credit Agreement) with JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders from time to time party thereto.

The Credit Agreement provides for a $ 450.0 million revolving facility (the “Revolver”), which includes a $ 45.0 million swingline sub-facility and a $ 75.0 million letter of credit sub-facility.

The Credit Agreement provides for a $ 450 million revolving credit facility (the Revolver), which includes a $ 45 million swingline sub-facility and a $ 75 million letter of credit sub-facility.

Borrowings under the Revolver may be repaid and re-borrowed from time to time at our discretion without premium or penalty.

The proceeds of borrowings under the agreement are available for working capital needs and general business purposes.

The Credit Agreement matures on April 12, 2030.

Interest rates under the Credit Agreement are based, at our election, on either an Alternate Base Rate, a Term SOFR Rate, or a Daily Simple SOFR Rate (each as defined in the Credit Agreement), each plus an applicable spread based on our net leverage ratio.

At closing, $ 50.0 million under the Revolver was borrowed, and we had approximately $ 4.3 million of letters of credit outstanding that reduced availability under the Credit Agreement.

Proceeds from the Revolver were used to repay the $ 50.0 million ABL Term Loan under the Amended Agreement.

In connection with the entry into the Credit Agreement described above, we terminated the Amended Agreement, which provided for a $ 400.0 million revolving credit facility and a $ 50.0 million term loan facility.

The outstanding letters of credit under the Prior Credit Agreement were transferred to the Credit Agreement in connection with the termination of the Amended Agreement.

We did not incur any penalties in connection with the termination of the Amended Agreement.

The frequency of interest payments on borrowings under the Credit Agreement is dependent on the type of borrowing outstanding.

In addition, we are required to pay an unused commitment fee on the unused portion of the lending commitments.

This fee ranges from 0.20 % to 0.30 % per annum, dependent upon our net leverage ratio.

The Credit Agreement is secured by a first priority security interest in substantially all of the assets of Boise Cascade Company and the guarantors under the Credit Agreement, except real property and certain other excluded property.

The obligations of Boise Cascade Company are required to be guaranteed by all Material Domestic Subsidiaries (as defined in the Credit Agreement).

The Credit Agreement contains customary nonfinancial covenants, including but not limited to, restrictions on new indebtedness, liens, dispositions, certain investments, mergers, swap agreements, restricted payments, and restrictions on affiliate transactions.

The Credit Agreement also contains a requirement that our net leverage ratio shall not exceed 3.5 :1 as of the last day of any fiscal quarter.

The restricted payment covenant imposes restrictions on our ability to pay dividends.

Among other carve outs from this provision is one that allows us to pay dividends without any dollar limitation, so long as both before and immediately after giving effect to such payments, (i) no default exists or would result therefrom and (ii) the net leverage ratio is less than or equal to 3 :1.

In connection with the entry into the Credit Agreement described above, we terminated the Prior Credit Agreement described below.

Proceeds from the Revolver were used to repay the $ 50.0 million term loan under the Prior Credit Agreement.

The outstanding letters of credit under the Prior Credit Agreement were transferred to the Credit Agreement in connection with the termination.

We did not incur any penalties in connection with the termination of the Prior Credit Agreement.

The new credit facility under the Credit Agreement is not an asset-based credit facility.

At June 30, 2025, we had $ 50.0 million outstanding under the Revolver and $ 4.8 million of letters of credit outstanding.

These letters of credit and borrowings, if any, reduce availability under the Revolver by an equivalent amount.

Asset-Based Credit Facility

On May 15, 2015, Boise Cascade and its principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into an Amended and Restated Credit Agreement, as amended, (the Prior Credit Agreement) with Wells Fargo Capital Finance, LLC, as administrative agent, and the banks named therein as lenders.

The Prior Credit Agreement included a $ 400 million senior secured asset-based revolving credit facility and a $ 50.0 million term loan, which were both terminated in connection with entry into the Credit Agreement on April 14, 2025, as discussed above.

At December 31, 2024, we had no borrowings outstanding under the Prior Credit Agreement and $ 4.3 million of letters of credit outstanding.

These letters of credit and borrowings, if any, reduced availability under the Prior Credit Agreement by an equivalent amount.

On July 27, 2020, we issued $ 400 million of 4.875 % senior notes due July 1, 2030 (2030 Notes) through a private placement that was exempt from the registration requirements of the Securities Act.

Interest on our 2030 Notes is payable semiannually in arrears on January 1 and July 1.

The 2030 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Amended Agreement.

The 2030 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Amended Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2030 Notes.

The 2030 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Credit Agreement.

The 2030 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Credit Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2030 Notes.

The terms of the indenture governing the 2030 Notes, among other things, limit the ability of Boise Cascade and our restricted subsidiaries to:

11 unchanged sentences

Interest Rate Swap

For information on our interest rate swap, see "Interest Rate Risk and Interest Rate Swap" of Note 2, Summary of Significant Accounting Policies.

For information on our interest rate swap, which expired in June 2025, see "Interest Rate Risk and Interest Rate Swap" of Note 2, Summary of Significant Accounting Policies.

Cash Paid for Interest

For the three months ended March 31, 2025 and 2024, cash payments for interest were $ 9.2 million and $ 10.0 million, respectively.

For the six months ended June 30, 2025 and 2024, cash payments for interest were $ 8.1 million and $ 10.3 million, respectively.

The components of lease expense were as follows:

Three Months Ended

June 30 Six Months Ended

2025 2024 2025 2024

Operating lease cost $ 3,605 $ 3,493 $ 7,021 $ 6,968

8 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Three Months Ended

Six Months Ended

Cash paid for amounts included in the measurement of lease liabilities

6 unchanged sentences

Other information related to leases was as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Weighted-average remaining lease term (years)

4 unchanged sentences

Finance leases 8.6 % 7.5 %

As of March 31, 2025, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

As of June 30, 2025, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

Operating Leases Finance Leases

10 unchanged sentences

Long-term lease obligations $ 46,847 $ 16,180

As of March 31, 2025, the undiscounted future lease payments for additional leases that have not yet commenced was approximately $ 17 million.

These leases are expected to commence in 2025 with lease terms ranging from 7 years to 9 years.

As of June 30, 2025, the undiscounted future lease payments for additional leases that have not yet commenced was approximately $ 9 million.

This lease is expected to commence in 2025 with a lease term of approximately 9 years.

Stock-Based Compensation

In first quarter 2025 and 2024, we granted two types of stock-based awards under our incentive plan:

In April 2016, we adopted the 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan), which was amended and restated as the 2025 Boise Cascade Omnibus Incentive Plan (2025 Incentive Plan) and approved by our stockholders in May 2025.

The 2025 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, cash-based compensation, and performance awards.

Directors, officers, and other employees, as well as consultants and advisors, are eligible for grants under the 2025 Incentive Plan.

These awards are at the discretion of the compensation committee of our board of directors, and they vest and expire in accordance with terms established at the time of grant.

All awards under the 2025 Incentive Plan, other than stock options or stock appreciation rights, are eligible to participate in dividend or dividend equivalent payments, if any, which we accrue to be paid if and when the awards vest.

Shares issued pursuant to awards under the 2025 Incentive Plan are from our authorized, but unissued shares.

The maximum number of shares approved for grant under the 2025 Incentive Plan is 1.7 million shares.

During the six months ended June 30, 2025 and 2024, we granted two types of stock-based awards:

performance stock units (PSUs) and restricted stock units (RSUs).

Pursuant to the terms of the 2025 Incentive Plan, all stock-based awards granted after December 31, 2024 reduce the amount of shares available for issuance.

Therefore, as of June 30, 2025, 1.5 million shares remained available for future issuance under the 2025 Incentive Plan.

PSU and RSU Awards

During the three months ended March 31, 2025, we granted 83,616 PSUs to our officers and other employees, subject to performance and service conditions.

During the six months ended June 30, 2025, we granted 83,616 PSUs to our officers and other employees, subject to performance and service conditions.

For the officers, the PSUs granted are subject to a three-year performance period.

8 unchanged sentences

Because the PSUs contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

During the three months ended March 31, 2024, we granted 60,207 PSUs to our officers and other employees, subject to performance and service conditions.

The PSUs granted to officers generally vest in a single installment three years from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date.

During the three months ended March 31, 2025 and 2024, we granted an aggregate of 98,327 and 71,168 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

During the six months ended June 30, 2024, we granted 60,207 PSUs to our officers and other employees, subject to performance and service conditions.

For both periods, the PSUs granted to officers generally vest in a single installment three years from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date.

During the six months ended June 30, 2025 and 2024, we granted an aggregate of 99,025 and 72,289 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date.

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We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date.

During the three months ended March 31, 2025 and 2024, the total fair value of PSUs and RSUs vested was $ 15.7 million and $ 31.1 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the three months ended March 31, 2025:

During the six months ended June 30, 2025 and 2024, the total fair value of PSUs and RSUs vested was $ 15.8 million and $ 34.0 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the six months ended June 30, 2025:

Number of shares Weighted Average Grant-Date Fair Value Number of shares Weighted Average Grant-Date Fair Value

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Vested ( 81,165 ) 81.15 ( 70,933 ) 99.65

Outstanding, March 31, 2025 258,318 $ 93.32 159,191 $ 106.10

Forfeited ( 14,948 ) 89.90 ( 7,644 ) 103.99

Outstanding, June 30, 2025 243,370 $ 93.53 152,245 $ 106.14

_______________________________

(a) Represents total PSUs forfeited during the three months ended March 31, 2025, related to below-target achievement of the 2024 performance condition on awards granted to other employees in 2024.

(a) Represents total PSUs forfeited during the six months ended June 30, 2025, related to below-target achievement of the 2024 performance condition on awards granted to other employees in 2024.

During the 2024 performance period, other employees earned 90 % of the target based on Boise Cascade's 2024 EBITDA, determined by executive management, in accordance with the related grant agreement.

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Three Months Ended

June 30 Six Months Ended

2025 2024 2025 2024

PSUs $ 1,194 $ 2,045 $ 3,026 $ 4,322

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Total $ 3,253 $ 3,818 $ 7,010 $ 7,923

The related tax benefit for both the three months ended March 31, 2025 and 2024, was $ 1.0 million.

As of March 31, 2025, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 30.9 million.

The related tax benefit for the six months ended June 30, 2025 and 2024, was $ 1.9 million and $ 2.0 million, respectively.

As of June 30, 2025, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 24.6 million.

This expense is expected to be recognized over a weighted-average period of 2.0 years.

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On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock.

For more information regarding our dividend declarations and payments made during each of the three months ended March 31, 2025 and 2024, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On May 1, 2025, our board of directors declared a quarterly dividend of $ 0.21 per share on our common stock, payable on June 18, 2025, to stockholders of record on June 2, 2025.

For more information regarding our dividend declarations and payments made during each of the six months ended June 30, 2025 and 2024, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On July 31, 2025, our board of directors declared a quarterly dividend of $ 0.22 per share on our common stock, payable on September 17, 2025, to stockholders of record on September 2, 2025.

For a description of the restrictions in our revolving credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 6, Debt.

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Our board of directors may increase or decrease the number of shares under the Program or terminate the Program in its discretion at any time.

During the three months ended March 31, 2025, we repurchased 482,700 shares under the Program at a cost of $ 53.9 million, or an average of $ 111.63 per share.

During the three months ended March 31, 2024, we repurchased 205,938 shares under the Program at a cost of $ 27.0 million, or an average of $ 130.97 per share.

During the six months ended June 30, 2025, we repurchased 837,352 shares under the Program at a cost of $ 86.0 million, or an average of $ 102.72 per share.

During the six months ended June 30, 2024, we repurchased 677,845 shares under the Program at a cost of $ 88.9 million, or an average of $ 131.09 per share.

The shares were purchased with cash on hand and are recorded as "Treasury stock" on our Consolidated Balance Sheets.

As of March 31, 2025, there were 1,325,516 shares of common stock that may yet be purchased under the Program.

In April 2025, we repurchased 179,445 shares under the Program at a cost of approximately $ 17 million, or an average of $ 94.10 per share.

Subsequent to these share repurchases, there were approximately 1.1 million shares of common stock that may yet be purchased under the Program.

As of June 30, 2025, there were 970,864 shares of common stock that may yet be purchased under the Program.

In July 2025, we repurchased 117,000 shares under the Program at a cost of approximately $ 10 million, or an average of $ 88.38 per share.

Subsequent to these share repurchases, there were approximately 850,000 shares of common stock that may yet be purchased under the Program.

Transactions With Related Party

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Accordingly, we do not consolidate LTP's results in our financial statements.

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 1.6 million and $ 2.6 million, respectively, during the three months ended March 31, 2025 and 2024.

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 2.2 million and $ 3.1 million, respectively, during the three months ended June 30, 2025 and 2024, and $ 3.8 million and $ 5.7 million, respectively, during the six months ended June 30, 2025 and 2024.

These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses

Related-party wood fiber purchases from LTP were $ 14.8 million and $ 19.8 million, respectively, during the three months ended March 31, 2025 and 2024.

Related-party wood fiber purchases from LTP were $ 17.9 million and $ 21.3 million, respectively, during the three months ended June 30, 2025 and 2024, and $ 32.8 million and $ 41.1 million, respectively, during the six months ended June 30, 2025 and 2024.

These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

6 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2025 2024 2025 2024

Wood Products (a)

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Other 6.5 5.1 13.0 11.3

125.2 142.5 254.6 282.9

Building Materials Distribution

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(b) Sales of EWP to external customers are net of the cost of all EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, dealers, and homebuilders).

For the three months ended March 31, 2025 and 2024, approximately 73 % and 77 % , respectively, of Wood Products' EWP sales volumes were to our BMD segment.

For the six months ended June 30, 2025 and 2024, approximately 74 % and 77 % , respectively, of Wood Products' EWP sales volumes were to our BMD segment.

An analysis of our operations by segment is as follows:

Three Months Ended

June 30 Six Months Ended

2025 2024 2025 2024

Wood Products

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Three Months Ended

June 30 Six Months Ended

2025 2024 2025 2024

Capital expenditures

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In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business.

As of March 31, 2025, there have been no material changes to the above commitments disclosed in the 2024 Form 10-K.

As of June 30, 2025, there have been no material changes to the above commitments disclosed in the 2024 Form 10-K.

Legal Proceedings and Contingencies

4 unchanged sentences

Financial Statements and Supplementary Data" in our 2024 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make.

As of March 31, 2025, there have been no material changes to the guarantees disclosed in the 2024 Form 10-K.

As of June 30, 2025, there have been no material changes to the guarantees disclosed in the 2024 Form 10-K.

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