What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-20 · 228 added, 226 removed, 873 unchanged (34% of the section changed)

36 unchanged sentences

Net income $ 132,836 $ 376,354 $ 483,656

Other comprehensive income, net of tax

Other comprehensive income (loss), net of tax

Defined benefit pension plans

2 unchanged sentences

Amortization of actuarial loss, net of tax of $ 7 , $ 9 , and $ 8 , respectively

Effects of settlements, net of tax of $ — , $ — , and $ 32 , respectively

Other comprehensive income, net of tax 57 3 527

Other comprehensive income (loss), net of tax ( 16 ) 57 3

Comprehensive income $ 132,820 $ 376,411 $ 483,659

80 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 ( 183,108 ) ( 194,904 ) ( 6,426 )

4 unchanged sentences

Net cash used for financing ( 226,931 ) ( 436,814 ) ( 360,676 )

Net increase (decrease) in cash and cash equivalents ( 236,314 ) ( 48,770 ) 249,437

Net decrease in cash and cash equivalents ( 236,045 ) ( 236,314 ) ( 48,770 )

Balance at beginning of the period 713,260 949,574 998,344

9 unchanged sentences

Common stock issued 156 2 2

Treasury stock purchased 76 ( 6,426 ) ( 6,426 )

Stock-based compensation 15,410 15,410

2 unchanged sentences

Tax withholding payments on stock-based awards ( 5,926 ) ( 5,926 )

Proceeds from exercise of stock options 27 27

Other ( 2 ) ( 2 )

11 unchanged sentences

Net income 132,836 132,836

Other comprehensive income 57 57

Other comprehensive loss ( 16 ) ( 16 )

Common stock issued 109 1 1

Treasury stock purchased 1,513 ( 194,904 ) ( 194,904 )

Repurchase of common stock ( 2,102 ) ( 21 ) ( 183,054 ) ( 183,075 )

Treasury stock retirement ( 6,956 ) ( 69 ) ( 6,956 ) 341,974 ( 341,905 ) —

Stock-based compensation 12,119 12,119

10 unchanged sentences

As used in these consolidated financial statements, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries.

We are one of the largest producers of engineered wood products (EWP) and plywood in North America and a leading United States wholesale distributor of building products.

We are one of the largest United States wholesale distributors of building materials and a leading manufacturer of engineered wood products (EWP) and plywood in North America.

We operate our business using two reportable segments:

(1) Wood Products, which primarily manufactures EWP and plywood, and (2) Building Materials Distribution (BMD), which is a wholesale distributor of building materials.

(1) Building Materials Distribution (BMD), which is a wholesale distributor of building materials, and (2) Wood Products, which primarily manufactures EWP and plywood.

For more information, see Note 15, Segment Information.

44 unchanged sentences

Trade accounts receivable balances that remain outstanding after we have used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

Although we have not experienced material credit losses in recent years, our actual future losses from uncollectable accounts may differ materially from our current estimates.

Although we have not experienced material credit losses in recent years, our actual future losses from uncollectible accounts may differ materially from our current estimates.

As additional information becomes known, we may change our estimates.

6 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.

8 unchanged sentences

We employ a variety of practices to manage these risks, including operating and financing activities and, where deemed appropriate, the use of derivative instruments.

As discussed in Note 14, Financial Instrument Risk, we use interest rate swaps to mitigate our variable interest rate exposure, the fair value of which is measured based on Level 2 inputs.

As discussed in Note 14, Financial Instrument Risk, prior to its expiration in June 2025, we used an interest rate swap to mitigate our variable interest rate exposure, the fair value of which was measured based on Level 2 inputs.

Vendor Rebates and Allowances

72 unchanged sentences

$ 1,157,261 $ 1,047,083

At December 31, 2025 and 2024, we had $ 13.5 million and $ 10.8 million, respectively, of accrued purchases of property and equipment.

Long-Lived Asset and Finite-Lived Intangible Asset Impairment

3 unchanged sentences

Goodwill and Indefinite-Lived Intangible Asset Impairment

We maintain two reporting units for purposes of our goodwill impairment testing, Wood Products and BMD, which are the same as our operating segments discussed in Note 15, Segment Information.

We maintain two reporting units for purposes of our goodwill impairment testing, BMD and Wood Products, which are the same as our operating segments discussed in Note 15, Segment Information.

We test goodwill in each of our reporting units and intangible assets with indefinite lives for impairment annually in the fourth quarter or sooner if events or changes in circumstances indicate that the carrying value of the asset may exceed fair value.

25 unchanged sentences

These costs are amortized using the straight-line method over the expected life of the software, typically three to five years .

"Other assets" in the Consolidated Balance Sheets includes $ 4.4 million of deferred software costs at both December 31, 2024 and 2023.

"Other assets" in the Consolidated Balance Sheets includes $ 5.1 million and $ 4.4 million of deferred software costs at December 31, 2025 and 2024, respectively.

We amortized $ 1.4 million, $ 1.7 million, and $ 2.1 million of deferred software costs for the years ended December 31, 2025, 2024, and 2023, respectively.

3 unchanged sentences

As of December 31, 2025, we had ten collective bargaining agreements.

One agreement covering approximately 50 employees at our Woodinville BMD facility expired on May 31, 2024, and one agreement covering approximately 40 employees at our Vancouver BMD facility expired on December 31, 2024, but the terms and conditions of these agreements remain in effect pending negotiation of new agreements.

One agreement covering approximately 20 employees at our Billings BMD facility is set to expire on March 31, 2025, and two agreements covering approximately 740 employees at our Oakdale and Florien plywood plants are set to expire on July 15, 2025, but the terms and conditions of these agreements will remain in effect after expiration, pending negotiation of new agreements.

Two agreements covering approximately 710 employees at our Oakdale and Florien plywood plants expired on July 15, 2025.

The terms and conditions of these agreements remain in effect pending negotiation of new agreements.

One agreement covering approximately 80 employees at our Canadian EWP facility is set to expire on December 31, 2026.

The terms and conditions of this agreement will remain in effect after expiration, pending negotiation of a new agreement.

We may not be able to renew these agreements or may renew them on terms that are less favorable to us than the current agreements.

If any of these agreements are not renewed or extended upon their termination, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise.

If any of these agreements are not renewed or extended upon their termination, or additional collective bargaining agreements are formed, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise.

Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability.

Self-Insurance

We are self-insured for certain losses related to workers' compensation and medical claims, general and auto liability, as well as property and business interruption losses.

We are self-insured for certain losses related to workers' compensation and medical claims, general and auto liability, property and business interruption losses, as well as cybersecurity incidents.

The expected ultimate costs for claims incurred are recognized as liabilities in the Consolidated Balance Sheets and are estimated based principally on an analysis of historical claims data and estimates of claims incurred but not reported.

2 unchanged sentences

Costs related to the administration of the plans and related claims are expensed as incurred.

At December 31, 2024 and 2023, self-insurance related liabilities of $ 17.4 million and $ 13.1 million, respectively, were classified within "Accrued liabilities," and $ 10.0 million and $ 9.9 million, respectively, were classified within "Other long-term liabilities" on our Consolidated Balance Sheets.

At December 31, 2025 and 2024, self-insurance related liabilities of $ 17.4 million were classified within "Accrued liabilities," and $ 10.2 million and $ 10.0 million, respectively, were classified within "Other long-term liabilities" on our Consolidated Balance Sheets.

New and Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which enhances disclosures about significant segment expenses.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

We adopted this standard during the year ended December 31, 2024.

This standard resulted in additional required disclosures, which are included in Note 15, Segment Information.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

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

Improvements to Income Tax Disclosures, which requires additional income tax disclosures, primarily related to the rate reconciliation and income taxes paid.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024 on a prospective basis;

Early adoption is permitted.

We are currently evaluating the impact of this ASU on the disclosures related to our consolidated financial statements.

however retrospective application is permitted.

We adopted this standard during the year ended December 31, 2025 on a retrospective basis.

This standard resulted in additional required disclosures, which are included in Note 4, Income Taxes.

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

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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.

Reclassifications

Certain amounts in prior year's consolidated financial statements have been reclassified to conform with current year's presentation, none of which were considered material.

Wood Products Segment

Our Wood Products segment manufactures EWP, consisting of laminated veneer lumber (LVL), I-joists, and laminated beams, which are structural products used in applications where extra strength and consistent quality are required, such as headers and beams.

LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of OSB with top and bottom LVL or solid wood flanges.

In addition, we manufacture structural, appearance, and industrial grade plywood panels, and ponderosa pine lumber.

Our wood products are used primarily in new residential construction, residential repair-and-remodeling markets, and light commercial construction.

The majority of our wood products are sold to leading wholesalers (including our BMD segment), home improvement centers, dealers, and industrial converters.

For EWP, plywood and veneer, byproducts, and other products, we transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer.

Control transfers when product is shipped because the customer has legal title, a present obligation to pay, and risk and rewards of ownership.

The amount of consideration we receive and revenue we recognize varies with changes in rebates and cash discounts we offer to our customers.

See "Customer Rebates and Allowances and Cash Discounts" below.

Building Materials Distribution Segment

15 unchanged sentences

See "Customer Rebates and Allowances and Cash Discounts" below.

Wood Products Segment

LVL is also used in the manufacture of I-joists, which are assembled by combining a vertical web of OSB with top and bottom LVL or solid wood flanges.

In addition, we manufacture structural, appearance, and industrial grade plywood panels, and ponderosa pine lumber.

Our wood products are used primarily in new residential construction, residential repair-and-remodeling markets, and light commercial construction.

The majority of our wood products are sold to leading wholesalers (including our BMD segment), home improvement centers, dealers, and industrial converters.

For EWP, plywood and veneer, byproducts, and other products, we transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer.

Control transfers when product is shipped because the customer

has legal title, a present obligation to pay, and risk and rewards of ownership.

The amount of consideration we receive and revenue we recognize varies with changes in rebates and cash discounts we offer to our customers.

See "Customer Rebates and Allowances and Cash Discounts" below.

Customer Rebates and Allowances an d Cash Discounts

1 unchanged sentence

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 December 31, 2024 and 2023, we had $ 91.4 million and $ 87.9 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 most likely amount to be paid and recorded as a decrease in "Sales." At December 31, 2025 and 2024, we had $ 83.5 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 ch anges or when the amounts become fixed.

3 unchanged sentences

When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as fulfillment costs.

For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

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 $ 265.3 million, $ 253.8 million, and $ 238.8 million for the years ended December 31, 2025, 2024, and 2023, 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.

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.

Our payment terms vary by the type of customer and the products offered.

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Income tax provision

Federal 40,153 98,627 132,694

State 6,123 26,010 28,182

Foreign 841 768 517

Total income tax provision $ 47,117 $ 125,405 $ 161,393

The effective tax rate varies from the U.S.

3 unchanged sentences

(thousands, except percentages)

Income before income taxes $ 501,759 $ 645,049 $ 1,146,381

Statutory U.S.

income tax rate 21.0 % 21.0 % 21.0 %

Statutory tax provision $ 105,369 $ 135,460 $ 240,740

State taxes 20,491 22,249 45,037

Unrecognized tax benefits 55 ( 154 ) 6

Tax credits ( 805 ) ( 226 ) ( 570 )

Foreign rate differential 393 111 370

Stock-based compensation ( 3,882 ) ( 1,113 ) ( 1,529 )

Federal statutory income tax rate $ 37,790 21.0 % $ 105,369 21.0 % $ 135,460 21.0 %

State and local income taxes, net of federal income tax effect (a) 5,380 3.0 % 20,491 4.1 % 22,249 3.4 %

Nondeductible executive compensation 2,738 1.5 % 4,672 0.9 % 3,174 0.5 %

Meals and entertainment 940 1,239 911

Other 1,209 0.7 % ( 5,127 ) ( 1.0 ) % 510 0.1 %

Total $ 125,405 $ 161,393 $ 288,723

Effective income tax rate $ 47,117 26.2 % $ 125,405 25.0 % $ 161,393 25.0 %

During the years ended December 31, 2024, 2023, and 2022, cash paid for taxes, net of refunds received, was $ 130.6 million, $ 133.0 million, and $ 260.0 million, respectively.

_________________________________

(a) For 2025, state taxes in California made up the majority (greater than 50%) of the tax effect of this category.

For 2024, state taxes in California, Florida, Oregon, Massachusetts, Georgia, Minnesota, and Tennessee made up the majority (greater than 50%) of the tax effect of this category.

For 2023, state taxes in California, Oregon, Florida, Utah, Georgia, Colorado, and New Jersey made up the majority (greater than 50%) of the tax effect of this category.

During the years ended December 31, 2025, 2024, and 2023, cash paid for taxes, net of refunds received, was as follows:

Year Ended December 31

2025 2024 2023

Federal $ 26,501 $ 108,242 $ 107,785

State 10,061 22,309 25,206

Foreign — — —

$ 36,562 $ 130,551 $ 132,991

During the years ended December 31, 2025, 2024, and 2023, there were no individual jurisdictions with cash paid for taxes, net of refunds received, that equaled or exceeded 5% of the total income taxes paid.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.

25 unchanged sentences

Increases related to current years' tax positions 211 103 —

Decreases related to prior years' tax positions — — ( 14 )

Lapse of statute of limitations ( 50 ) ( 106 ) ( 179 )

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For the years ended December 31, 2025, 2024, and 2023, we recognized an insignificant amount of interest and penalties related to taxes.

We recognize tax liabilities and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available or as new uncertainties arise.

We recognize tax liabilities and adjust these liabilities when our judgment changes as a

result of the evaluation of new information not previously available or as new uncertainties arise.

We do not expect the unrecognized tax benefits to change significantly over the next twelve months.

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We recorded net operating losses in Canada beginning in 2006 that are subject to examinations and adjustments up to four years following the year in which they are utilized.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law in the United States.

The OBBBA includes numerous provisions that affect corporate taxation, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, changes to bonus depreciation, and modifications to the international tax framework.

The OBBBA will not have a material impact on our effective tax rate or total provision for income taxes.

Net Income Per Common Share

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Diluted net income per common share is computed by dividing net income by the combination of the weighted average number of common shares outstanding during the period and other potentially dilutive weighted average common shares.

Other potentially dilutive weighted average common shares include the dilutive effect of stock options, RSUs, and PSUs for each period using the treasury stock method.

Under the treasury stock method, the exercise price of a share and the amount of compensation expense, if any, for future service that has not yet been recognized are assumed to be used to repurchase shares in the current period.

Other potentially dilutive weighted average common shares include the dilutive effect of RSUs and PSUs for each period using the treasury stock method.

Under the treasury stock method, the amount of compensation expense, if any, for future service that has not yet been recognized is assumed to be used to repurchase shares in the current period.

The following table sets forth the computation of basic and diluted net income per common share:

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Net income per common share - Diluted $ 3.53 $ 9.57 $ 12.12

The computation of the dilutive effect of other potential common shares excludes stock awards representing an insignificant number of shares of common stock in the years ended December 31, 2024 and 2023, and 0.1 million shares of common stock in the year ended December 31, 2022.

The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.1 million shares of common stock in the year ended December 31, 2025, and an insignificant number of shares of common stock in the years ended December 31, 2024 and 2023.

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

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During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.

During the year ended December 31, 2024, our wholly-owned subsidiary, Boise Cascade Building Materials Distribution L.L.C.

(BMD), acquired assets of door and millwork operations in Boise, Idaho and Lakeland, Florida (collectively, the 2024 Acquisitions).

On December 15, 2025, BMD acquired 100 % of the issued and outstanding equity interest of Humphrey Company, Inc.

(Holden Humphrey), a two-step distributor of building materials located in Chicopee, Massachusetts (Holden Humphrey Acquisition).

The purchase price of the Holden Humphrey Acquisition was $ 33.4 million, net of cash acquired, and inclusive of estimated working capital at closing of approximately $ 10.8 million, which is subject to post-closing adjustments.

Holden Humphrey offers a wide range of specialty building product categories, with an emphasis on siding, wood decking, and trim products.

The Holden Humphrey Acquisition is aligned with our strategy to increase the proportion of our sales attributable to general line products, and will enable BMD to offer new and expanded product lines to many existing customers in the Northeast U.S.

During the year ended December 31, 2024, BMD acquired assets of door and millwork operations in Boise, Idaho and Lakeland, Florida (collectively, the 2024 Acquisitions).

The purchase price of the 2024 Acquisitions was $ 8.1 million, inclusive of a $ 1.3 million contingent liability reflecting the acquisition date fair value of earn-out payments.

During 2024, we paid a combined $ 6.8 million in cash for the 2024 Acquisitions.

Brockway-Smith Company (BROSCO) Acquisition

On October 2, 2023, our wholly-owned subsidiary, BMD, completed the acquisition of BROSCO, a wholesale distributor specializing in doors and millwork, pursuant to the Agreement and Plan of Merger, dated August 22, 2023 (Merger Agreement), by and among BMD, Firepit Merger Sub, Inc., a wholly-owned subsidiary of BMD (the Merger Sub), BROSCO and the representative of the BROSCO stockholders.

On the terms and subject to the conditions set forth in the Merger Agreement, on October 2, 2023, Merger Sub merged with and into BROSCO, with BROSCO surviving the merger as a wholly-owned subsidiary of BMD (the BROSCO Acquisition).

The purchase price of the BROSCO Acquisition was $ 166.2 million, net of cash acquired, and inclusive of a post-transaction closing adjustment of $ 3.4 million based upon working capital and indebtedness as defined in the Merger Agreement.

We funded the BROSCO Acquisition and related costs with cash on hand.

Acquisition-related costs of $ 5.1 million are recorded in "General and administrative expenses" in our Consolidated Statements of Operations for the year ended December 31, 2023.

The following table summarizes the final allocations of the BROSCO Acquisition purchase price consideration to the assets acquired and liabilities assumed based upon their respective estimated fair values at the date of acquisition:

Acquisition Date Fair Value

Cash and cash equivalents $ 4,009

Accounts receivable 19,688

Inventories 36,000

Other current assets 159

Property and equipment 57,331

Other assets 508

Intangible assets:

Trade name 18,000

Customer relationships 29,000

Goodwill 32,296

Assets acquired 196,991

Accounts payable 2,144

Accrued liabilities 4,078

Deferred tax liabilities 20,121

Other long-term liabilities 478

Liabilities assumed 26,821

Net assets acquired $ 170,170

Consideration paid, net of cash acquired $ 166,161

Pro Forma Financial Information

The following pro forma financial information presents the combined results of operations as if the BROSCO facilities had been combined with us on January 1, 2022.

The pro forma results are intended for information purposes only and do not purport to represent what the combined companies' results of operations would actually have been had the related transaction in fact occurred on January 1, 2022.

They also do not reflect any cost savings, operating synergies, or revenue enhancements that we may achieve or the costs necessary to achieve these cost savings, operating synergies, revenue enhancements, or integration efforts.

Year Ended December 31

(unaudited, thousands)

Sales $ 6,985,464 $ 8,582,674

Net income (a) $ 498,065 $ 864,708

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(a) The pro forma financial information for the year ended December 31, 2023 was adjusted to exclude $ 5.1 million of pre-tax acquisition-related costs for legal, accounting, and other advisory-related services.

Goodwill and Intangible Assets

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___________________________________

(a) Represents goodwill related to acquired assets of a door and millwork operation in Boise, Idaho.

(a) Represents goodwill related to the Holden Humphrey Acquisition.

For additional information, see Note 6, Acquisitions.

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In addition, we have acquired trade names and customer relationships through acquisitions.

In 2025, we acquired customer relationships as part of the Holden Humphrey Acquisition, as discussed in Note 6, Acquisitions .

The weighted-average useful life from the date of purchase for trade names is approximately 15 years.

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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 ( 4,595 ) ( 3,833 )

1 unchanged sentence

At December 31, 2025, the maturities for the aggregate amount of long-term debt outstanding were as follows (in thousands):

Thereafter 400,000

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 December 31, 2024, 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 the 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 December 31, 2024 and 2023, we had no borrowings outstanding under the Revolving Credit Facility and $ 4.3 million and $ 4.1 million, respectively, 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 year ended December 31, 2024, the average interest rate on the ABL Term Loan was approximately 7.02 %.

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 6.0 % during the year ended December 31, 2024.

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 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.

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 (as defined in the Credit Agreement).

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 includes restrictions on our ability to pay dividends or repurchase stock.

Among other carve outs from this provision is one that allows us to pay dividends or repurchase stock 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 December 31, 2025, we had $ 50.0 million outstanding under the Revolver and $ 4.9 million of letters of credit outstanding.

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

Availability at December 31, 2025 was $ 395.1 million.

During the year ended December 31, 2025, the average interest rate on borrowings outstanding under the Revolver was approximately 5.46 %.

Asset-Based Credit Facility and ABL Term Loan

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:

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Interest Rate Swap

For information on our interest rate swap, see "Interest Rate Risk" of Note 14, Financial Instrument Risk.

For information on our interest rate swap, which expired in June 2025, see "Interest Rate Risk" of Note 14, Financial Instrument Risk.

Cash Paid for Interest

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Long-term lease obligations $ 49,778 $ 15,631

As of December 31, 2024, the undiscounted future lease payments for additional leases that have not yet commenced was approximately $ 9 million.

These leases are expected to commence in 2025 with lease terms ranging from 3 years to 9 years.

As of December 31, 2025, the undiscounted future lease payments for an additional lease that has not yet commenced are approximately $ 26 million.

This lease is expected to commence in 2026 with a lease term of 16 years.

Retirement and Benefit Plans

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We recognize and record the underfunded status of our defined benefit pension plans in "Accrued liabilities, Compensation and benefits" and "Other, Compensation and benefits" on our Consolidated Balance Sheets.

The total accumulated benefit obligation for all unfunded nonqualified defined benefit pension plans was $ 2.2 million and $ 2.6 million at December 31, 2024 and 2023, respectively.

At December 31, 2025 and 2024, the total accumulated benefit obligation for all unfunded nonqualified defined benefit pension plans was $ 1.8 million and $ 2.2 million, respectively.

In addition, we recognize changes in funded status in the year the changes occur through other comprehensive income (loss).

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Defined Contribution Plans

We sponsor contributory defined contribution savings plans for most of our salaried and hourly employees, and we generally provide company contributions to the savings plans.

We contribute 4 % of each salaried participant's eligible compensation to the plan as a nondiscretionary company contribution.

We sponsor contributory defined contribution savings plans for eligible employees, and we generally provide company contributions to the savings plans.

For salaried employees and employees not covered by a collective bargaining agreement who are paid on an hourly basis that are not in an hourly production position within the Wood Products division, we contribute 4 % of each participant's eligible compensation to the plan as a nondiscretionary company contribution.

In addition, for the years that a performance target is met, we contribute an additional amount of the employee's eligible compensation, depending on company performance and the employee's years of service.

During the year ended December 31, 2025, company performance resulted in additional contributions in the range of approximately 1.5 % to 3 % of eligible compensation.

During the years ended December 31, 2024 and 2023, company performance resulted in additional contributions in the range of 2 % to 4 % of eligible compensation.

The company contributions for union and nonunion hourly employees vary by location.

The company contributions for union and Wood Products production nonunion hourly employees vary by location.

Company contributions paid, or to be paid, to our defined contribution savings plans for the years ended December 31, 2025, 2024, and 2023, were $ 33.2 million, $ 37.3 million, and $ 33.5 million, respectively.

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A participant's account is credited with imputed interest at a rate equal to 130 % of Moody's Composite Average of Yields on Corporate Bonds.

Participants may receive payment of their deferred compensation plan balance in a lump sum or in monthly installments over a specified period of years following the termination of their employment with the company.

In addition, subject to plan revisions that became effective January 1, 2019, employee participants may also receive distributions of their deferred compensation accounts while still employed by the company.

Participants may receive payment of their deferred compensation plan balance in a lump sum or in monthly installments over a specified period of years either following the termination of their employment with the company or while still employed by the company.

The deferred compensation plans are unfunded;

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Stock-Based Compensation

In April 2016, we adopted the 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan), which superseded the 2013 Incentive Compensation Plan (2013 Incentive Plan).

After the effective date of the 2016 Incentive Plan, no awards may be granted under the 2013 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.

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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 incentive plans are from our authorized, but unissued shares.

The maximum number of shares approved for grant under the 2016 Incentive Plan is 3.7 million shares.

In 2024, 2023, and 2022, we granted two types of stock-based awards under the 2016 Incentive Plan:

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

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 less that number of shares granted under awards after December 31, 2024.

As of December 31, 2025, 1.5 million shares remained available for future issuance under the 2025 Incentive Plan.

In 2025, 2024, and 2023, we granted two types of stock-based awards:

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

PSU and RSU Awards

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The number of shares actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade's 2025 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, as approved by executive management, determined in accordance with the related grant agreement.

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.

In 2023 and 2022, we granted 93,282 and 66,180 PSUs, at a weighted average grant date fair value of $ 69.33 and $ 79.81 , respectively, to our officers and other employees, subject to performance and service conditions.

In 2024, we granted 60,207 PSUs, at a weighted average grant date fair value of $ 137.79 , 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.

The number of shares actually awarded will range from 0 % to 200 % of the target amount.

Achievement is measured in annual sub-periods, based on Boise Cascade's ROIC for 2024, 2025, and 2026.

The average achievement for the three years included in the performance period will determine the number of earned PSUs, as approved by our compensation committee in accordance with the related grant agreement.

For the other employees, the PSUs granted were subject to a one-year performance period.

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.

In 2023, we granted 93,282 PSUs, at a weighted average grant date fair value of $ 69.33 , to our officers and other employees, subject to performance and service conditions.

The PSUs granted were subject to a one-year performance period.

During the 2023 performance period, officers and other employees both earned 200 % of the target based on Boise Cascade’s 2023 ROIC and EBITDA, as applicable, determined by our compensation committee and executive management, as applicable, in accordance with the related grant agreements.

During the 2022 performance period, officers and other employees earned 152 % and 200 %, respectively, of the target based on Boise Cascade’s 2022 ROIC and EBITDA, as applicable, determined by our compensation committee and executive management, as applicable, in accordance with the related grant agreements.

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.

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__________________

(a) Represents additional PSUs granted during the year ended December 31, 2024, related to above-target achievement of the 2023 performance condition described above.

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

Compensation Expense

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Any shares not vested are forfeited.

We recognize compensation expense for stock awards with performance and service conditions over the requisite service period based on the most probable number of shares expected to vest.

We recognize compensation expense for stock awards with only service conditions on a straight-line basis over the requisite service period.

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In 2025, 2024, and 2023, we recognized $ 4.7 million, $ 5.2 million, and $ 6.0 million, respectively, of LTI Cash Plan expense, which is recorded in "Materials, labor, and other operating expenses (excluding depreciation)," "Selling and distribution expenses," or "General and administrative expenses" in our Consolidated Statements of Operations.

During the 2023 and 2022 performance periods, cash awards earned 200 % of the target based on Boise Cascade’s 2023 and 2022 EBITDA, respectively, determined by executive management in accordance with the related grant agreements.

During the 2024 and 2023 performance periods, cash awards earned 90 % and 200 %, respectively, of the target based on Boise Cascade’s 2024 and 2023 EBITDA, respectively, determined by executive management in accordance with the related grant agreements.

Stockholders' Equity

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Second Quarter 0.21 7,898

Third Quarter 0.22 8,199

Fourth Quarter 0.22 8,042

Total $ 0.86 $ 34,624

First Quarter (a) $ 0.20 $ 11,205

Second Quarter 0.20 7,864

Third Quarter (b) 5.21 201,416

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Total $ 8.70 $ 346,493

First Quarter (a) $ 0.12 $ 5,939

Second Quarter (d) 2.62 103,352

Third Quarter 0.12 4,734

Fourth Quarter (d) 1.15 45,539

Total $ 4.01 $ 159,564

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During fourth quarter 2023, our board of directors declared and paid a special dividend of $ 5.00 per share on our common stock.

(d) During second quarter 2022, our board of directors declared and paid a special dividend of $ 2.50 per share on our common stock.

During fourth quarter 2022, our board of directors declared and paid a special dividend of $ 1.00 per share on our common stock.

On February 6, 2026, our board of directors declared a dividend of $ 0.22 per share on our common stock, payable on March 18, 2026, to stockholders of record on February 23, 2026.

For a description of the restrictions in our asset-based credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 8, Debt.

Future dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, material cash requirements, restrictions imposed by our asset-based credit facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.

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 8, Debt.

Future dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, material cash requirements, restrictions imposed by our revolving credit facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.

Stock Repurchase

On October 30, 2024, our board of directors authorized the repurchase of an additional 1.4 million shares of our common stock.

This is the most recent authorization under our common stock repurchase program that was authorized on February 25, 2015 (the Program).

On October 30, 2025, our board of directors approved a new share repurchase authorization of $ 300.0 million of our outstanding common stock, excluding applicable fees and taxes.

In connection with this authorization, our board of directors terminated the October 30, 2024 authorization to repurchase an additional 1.4 million shares of our outstanding common stock.

Share repurchases may be made on an opportunistic basis, through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws.

We are not obligated to purchase any shares and there is no set date that the Program will expire.

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 year ended December 31, 2024, we repurchased 1,513,095 shares under the Program at a cost of $ 194.9 million, or an average of $ 128.81 per share.

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

As of December 31, 2024, there were 1,808,216 shares of common stock that may yet be purchased under the Program.

During the year ended December 31, 2023, we repurchased 75,678 shares under the Program at a cost of $ 6.4 million, or an average of $ 84.91 per share.

During the year ended December 31, 2022 we did not purchase any shares under the Program.

In January 2025, we repurchased 250,000 shares under the Program at a cost of approximately $ 30 million, or an average of $ 120.51 per share.

Subsequent to these share repurchases, there were 1,558,216 shares of common stock that may yet be purchased under the Program.

We are not obligated to purchase any shares and there is no set date that the share repurchase program will expire.

Our board of directors, at its discretion, may increase or decrease the amount authorized or terminate the share repurchase program at any time.

During 2025, our board of directors approved a resolution to retire all outstanding treasury shares previously purchased, as well as a policy to retire all future shares immediately upon repurchase.

In accordance with the Company’s policy, the excess cost over par value of retired treasury shares is allocated to retained earnings.

Additionally, repurchased shares are subject to a 1% excise tax, which is also allocated to retained earnings.

As a result of this resolution, approximately 7 million shares of common stock related to treasury share repurchases made prior to December 31, 2024, were retired.

During the year ended December 31, 2025, we repurchased and retired 2,101,392 shares at a cost of $ 181.4 million, or an average of $ 86.31 per share, exclusive of excise tax.

As of December 31, 2025, there was $ 238.6 million of our common stock that may yet be purchased under the share repurchase program.

During the year ended December 31, 2024, we repurchased 1,513,095 shares at a cost of $ 194.9 million, or an average of $ 128.81 per share, exclusive of excise tax.

During the year ended December 31, 2023, we repurchased 75,678 shares at a cost of $ 6.4 million, or an average of $ 84.91 per share, exclusive of excise tax.

The shares were purchased with cash on hand and were subsequently retired in accordance with our board-approved policy.

In January and February 2026, we repurchased and retired 469,284 shares at a cost of approximately $ 39 million, or an average of $ 82.95 per share, exclusive of excise tax.

Subsequent to these share repurchases, there was approximately $ 200 million of our outstanding common stock that may yet be purchased under the share repurchase program.

Transactions With Related Party

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Commodity Price Risk

A portion of the products we manufacture or purchase and resell and some of our key production inputs are commodities whose price is determined by the market's supply and demand for such products.

A portion of the products we purchase and resell or manufacture and some of our key production inputs are commodities whose price is determined by the market's supply and demand for such products.

Price fluctuations in our selling prices and key costs have a significant effect on our financial performance.

The markets for most of these commodities are cyclical and are primarily affected by economic uncertainties, industry operating rates, supply-related disruptions, transportation constraints or disruptions, net import and export activity, trade policies, inventory levels in various distribution channels, and seasonal demand patterns.

The markets for most of these commodities are

cyclical and are primarily affected by economic uncertainties, industry operating rates, supply-related disruptions, duties, tariffs, transportation constraints or disruptions, net import and export activity, inventory levels in various distribution channels, and seasonal demand patterns.

Interest Rate Risk

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 December 31, 2024, 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.

At December 31, 2025, we had $ 50.0 million of variable-rate debt outstanding on our revolving credit facility based on Daily Simple SOFR.

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 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 December 31, 2024, 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 December 31, 2024, we recorded a current asset of $ 0.9 million in "Prepaid expenses and other" on our Consolidated Balance Sheet.

At December 31, 2023, we recorded a long-term asset of $ 3.0 million in "Other assets" on our Consolidated Balance Sheet.

These assets represent the fair value of the interest rate swap agreement.

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).

Foreign Currency Risk

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We operate our business using two reportable segments:

Wood Products and BMD.

BMD and Wood Products.

These segments represent distinct businesses that are managed separately because of differing products and services.

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For many of these allocated expenses, the related assets and liabilities remain in corporate.

For the year ended December 31, 2024, two customers accounted for 12 % and 10 % of total sales, respectively, when combining sales from Wood Products and BMD to those customers.

For each of the years ended December 31, 2023 and 2022, one customer accounted for 12 % of total sales when combining sales from Wood Products and BMD to that customer.

For the year ended December 31, 2025, two customers accounted for 12 % and 11 % of total sales, respectively, when combining sales from BMD and Wood Products to those customers.

For the year ended December 31, 2024, two customers accounted for 12 % and 10 % of total sales, respectively, when combining sales from BMD and Wood Products to those customers.

For the year ended December 31, 2023, one customer accounted for 12 % of total sales when combining sales from BMD and Wood Products to that customer.

Sales to foreign unaffiliated customers were approximately $ 118 million, $ 99 million, and $ 99 million, respectively, for the years ended December 31, 2025, 2024, and 2023.

At December 31, 2025, 2024, and 2023, and for the years then ended, long-lived assets located in foreign countries and net sales originating in foreign countries were not material.

Wood Products and BMD segment sales to external customers, including related parties, by product line are as follows:

BMD and Wood Products segment sales to external customers, including related parties, by product line are as follows:

Year Ended December 31

2025 2024 2023

Building Materials Distribution

Commodity $ 2,080.1 $ 2,207.7 $ 2,335.7

General line 2,687.4 2,615.7 2,443.2

Engineered wood products 1,173.8 1,343.1 1,399.6

5,941.3 6,166.5 6,178.5

Wood Products (a)

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463.3 557.8 659.7

Building Materials Distribution

Commodity 2,207.7 2,335.7 3,432.3

General line 2,615.7 2,443.2 2,542.7

Engineered wood products 1,343.1 1,399.6 1,668.6

$ 6,404.6 $ 6,724.3 $ 6,838.2

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(a) Amounts represent sales to external customers.

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2025 2024 2023

Wood Products

Building Materials Distribution

Sales $ 5,941,297 $ 6,166,493 $ 6,178,690

Materials, labor, and other operating expenses (excluding depreciation) (a) 5,045,585 5,221,945 5,249,211

Selling and distribution expenses 573,690 551,874 514,513

Other segment items (b) 41,115 39,755 46,805

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Segment income from operations $ 222,218 $ 303,385 $ 335,808

Building Materials Distribution

Wood Products

Sales $ 1,613,441 $ 1,832,317 $ 1,932,602

Materials, labor, and other operating expenses (excluding depreciation) (a) 1,457,211 1,446,555 1,432,745

Selling and distribution expenses 551,874 514,513 512,111

Other segment items (b) 51,938 61,105 64,015

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Reconciliation of sales

Wood Products $ 1,832,317 $ 1,932,602 $ 2,115,896

Building Materials Distribution $ 5,941,297 $ 6,166,493 $ 6,178,690

Wood Products 1,613,441 1,832,317 1,932,602

Intersegment eliminations (c) ( 1,150,143 ) ( 1,274,516 ) ( 1,273,047 )

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Reconciliation of income

Wood Products $ 231,454 $ 337,132 $ 575,167

Building Materials Distribution $ 222,218 $ 303,385 $ 335,808

Wood Products 5,836 231,454 337,132

Unallocated corporate costs (d) ( 44,725 ) ( 44,801 ) ( 48,554 )

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__________________

(a) "Materials, labor, and other operating expenses (excluding depreciation)" for our Wood Products segment are the costs associated with Wood Products' manufacturing processes, including wood fiber, labor, glues and resins, energy, operating supplies, maintenance materials, freight, and other manufacturing costs.

Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our BMD segment are for inventory purchased for resale.

(b) Other segment items for our Wood Products segment includes selling and distribution expenses, general and administrative expenses, and other income (expense).

Other segment items for our BMD segment includes general and administrative expenses and other income (expense).

(a) Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our BMD segment are for inventory purchased for resale.

"Materials, labor, and other operating expenses (excluding depreciation)" for our Wood Products segment are the costs associated with Wood Products' manufacturing processes, including wood fiber, labor, glues and resins, energy, operating supplies, maintenance materials, freight, and other manufacturing costs.

(b) Other segment items for our BMD segment includes general and administrative expenses and other income (expense).

Other segment items for our Wood Products segment includes selling and distribution expenses, general and administrative expenses, and other income (expense).

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(d) Unallocated corporate costs include corporate support staff services, and related assets and liabilities.

Support services include, but are not limited to, information technology, human resources, finance, accounting, and legal functions.

Support services include, but are not limited to, information technology, human resources, finance, accounting, insurance and legal functions.

For the year ended December 31, 2025, unallocated corporate costs include a $ 1.9 million settlement gain for property damages at one of our distribution facilities.

(e) Other unallocated items include foreign exchange gains and losses, pension expense (excluding service costs) and the change in fair value of interest rate swaps.

Wood Products $ 1,145,555 $ 1,083,517

Building Materials Distribution $ 1,580,239 $ 1,524,214

Wood Products 1,183,351 1,145,555

Corporate 478,353 699,614

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Capital expenditures

Wood Products (a) $ 121,870 $ 59,360 $ 51,934

Building Materials Distribution (a)(b) $ 104,596 $ 107,593 $ 155,724

Wood Products (c) 136,590 121,870 59,360

Corporate 245 106 354

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(a) Capital spending in 2023 for our BMD segment excludes $ 162.8 million of consideration paid, net of cash acquired, for the BROSCO acquisition.

For more information, see Note 6, Acquisitions.

Capital spending in 2022 for our Wood Products segment excludes $ 515.2 million for the acquisition of two plywood facilities.

(b) Capital spending in 2024 for our BMD segment includes approximately $ 25 million to purchase previously leased properties in Westfield, Massachusetts and Chicago, Illinois.

Capital spending in 2023 for our BMD segment includes approximately $ 74 million to purchase a facility in Kansas City, Missouri, to house a new door and millwork location, as well as the purchase of facilities in West Palm Beach, Florida and Modesto, California to expand or relocate existing distribution centers.

Capital spending in 2022 for our BMD segment includes approximately $ 13 million to purchase a previously leased property in Milton, Florida.

(a) Capital spending in 2025 for our BMD segment excludes $ 33.4 million of consideration paid, net of cash acquired, for the Holden Humphrey Acquisition.

Capital spending in 2023 for our BMD segment excludes $ 162.8 million of consideration paid, net of cash acquired, for the BROSCO acquisition.

For more information on the Holden Humphrey Acquisition, see Note 6, Acquisitions.

(b) Capital spending in 2025 for our BMD segment includes approximately $ 17 million to purchase previously leased properties in Chicago, Illinois and Minneapolis, Minnesota.

Capital spending in 2024 for our BMD segment includes approximately $ 25 million to purchase previously leased properties in Westfield, Massachusetts and Chicago, Illinois.

Capital spending in 2023 for our BMD segment includes approximately $ 74 million to purchase facilities in West Palm Beach, Florida and Modesto, California to expand or relocate existing distribution centers, as well as to purchase a facility in Kansas City, Missouri, to house a new door and millwork location.

(c) Capital spending in 2025 and 2024 for our Wood Products segment includes spending on significant modernization projects at our Oakdale, Louisiana veneer and plywood mill, spending to add I-joist production capabilities at our Thorsby, Alabama EWP mill, as well as spending to convert a plywood layup line to a parallel laminated veneer line at our Chapman, Alabama veneer and plywood mill.

Commitments, Legal Proceedings and Contingencies, and Guarantees

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Future purchase prices under most of the variable-price agreements will be set quarterly or semiannually based on regional market prices.

Our log requirements and our access to supply, as well as the cost of obtaining logs, are subject to change based on, among other things, the effect of governmental laws and regulations, our manufacturing operations not operating in the normal course of business, log availability, and the

status of environmental appeals.

Except for deposits required pursuant to log supply contracts, these obligations are not recorded in our consolidated financial statements until contract payment terms take effect.

Legal Proceedings and Contingencies

We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, and employment-related claims, among others.

As of the date of this filing, we do not believe that we are party to any legal action that could reasonably be expected to have, individually or in the aggregate, a material adverse effect on our financial position, results of operations, or cash flows.

We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, employment-related claims, and governmental investigations and audits, among others.

In accordance with accounting guidance, the Company establishes an accrual for legal proceedings if and when those matters present loss contingencies that are both probable and reasonably estimable.

There may be actual losses in excess of amounts accrued.

The Company monitors those matters for developments that would affect the likelihood of a loss (taking into account where applicable indemnification arrangements concerning suppliers and insurers) and the accrued amount, if any, thereof, and adjusts the amount as appropriate.

If the loss contingency at issue is not both probable and reasonably estimable, the Company does not establish an accrual, but monitors for developments that make the contingency both probable and reasonably estimable.

In each case, there is a reasonable possibility that a loss may be incurred, including a loss in excess of the applicable accrual.

For matters where no accrual has been recorded, the possible loss or range of loss (including any loss in excess of the accrual) cannot, in the Company's view, be reasonably estimated because, among other things:

the remedies or penalties sought are indeterminate or unspecified;

the legal and/or factual theories are not well developed;

and/or the matters involve complex or novel legal theories or a large number of parties.

The Company has recorded an accrual with respect to a matter described below, in addition to other immaterial accruals for matters not described below.

On May 22, 2024, our distribution facility in Pompano, Florida, was put on notice of an investigation by the Department of Homeland Security’s Immigration and Customs Enforcement.

The requested information, primarily documentation, related to the importation of certain third-party produced plywood products in accordance with the Lacey Act.

Since then, the Company has been cooperating with the federal authorities, including the Department of Justice (“DOJ”), in their investigation.

The DOJ has indicated that it is seeking criminal charges under the Lacey Act.

We expect to continue to communicate with the DOJ regarding its intentions and possible courses of action in this matter.

Based on the information available to the Company, including communications with the DOJ, the Company’s best estimate of the probable loss that may result from this action is approximately $ 6 million, which the Company recorded in other current liabilities and other income and expense in the fourth quarter of 2025.

The Company believes that there is at least a reasonable possibility that a loss greater than or less than the amount accrued may be incurred, but the Company is unable to reasonably estimate the amount at this time.

The Company does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows;

it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual fiscal quarter or year.

We provide guarantees, indemnifications, and assurances to others.

Boise Cascade Company and its subsidiaries (Boise Cascade Building Materials Distribution, L.L.C., and Boise Cascade Wood Products, L.L.C.) act as co-borrowers under our Revolving Credit Facility and ABL Term Loan, described in Note 8, Debt.

Boise Cascade Company and its subsidiaries (Boise Cascade Building Materials Distribution, L.L.C., and Boise Cascade Wood Products, L.L.C.) act as co-borrowers under our Credit Agreement, described in Note 8, Debt.

Their obligations are guaranteed by each of our remaining domestic subsidiaries.

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At December 31, 2025, $ 400.0 million of the 2030 Notes were outstanding.

The 2030 Notes are guaranteed by each of Boise Cascade Company's existing and future direct or indirect domestic subsidiaries that is a guarantor or co-borrower under our Revolving Credit Facility.

The 2030 Notes are guaranteed by each of Boise Cascade Company's existing and future direct or indirect domestic subsidiaries that is a guarantor or co-borrower under the Credit Agreement.

See Note 8, Debt, for more information.

Boise Cascade issued guarantees to a limited number of trade creditors of one or more of its principal operating subsidiaries, Boise Cascade Building Materials Distribution, L.L.C., and Boise Cascade Wood Products, L.L.C., for trade credit obligations arising in the ordinary course of the business of such operating subsidiaries.

These included guarantees of obligations with respect to present and future log agreements of Boise Cascade Wood Products, L.L.C.

and several facility leases entered into by Boise Cascade Building Materials Distribution, L.L.C.

Boise Cascade's exposure under these agreements is limited to future log purchases and the minimum lease payment requirements under the agreements.

These included guarantees of obligations with respect to several facility leases entered into by Boise Cascade Building Materials Distribution, L.L.C.

and present and future log agreements of Boise Cascade Wood Products, L.L.C.

Boise Cascade's exposure under these agreements is limited to minimum lease payment requirements and future log purchases.

We enter into a wide range of indemnification arrangements in the ordinary course of business.

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What changed 10-K

Item 8. Financial Statements and Supplementary Data