BOISE CASCADE Co 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Boise Cascade Company Consolidated Statements of Operations Year Ended December 31 2025 2024 2023 (thousands, except per-share data) Sales $ 6,404,595 $ 6,724,294 $ 6,838,245 Costs and expenses Materials, labor, and other operating expenses (excluding depreciation) 5,350,702 5,393,607 5,409,311 Depreciation and amortization 158,221 144,113 132,467 Selling and distribution expenses 616,256 594,927 559,503 General and administrative expenses 99,696 102,317 114,434 Other (income) expense, net ( 3,609 ) ( 708 ) ( 1,856 ) 6,221,266 6,234,256 6,213,859 Income from operations 183,329 490,038 624,386 Foreign currency exchange gain (loss) 760 ( 1,164 ) 7 Pension expense (excluding service costs) ( 131 ) ( 149 ) ( 163 ) Interest expense ( 21,846 ) ( 24,067 ) ( 25,496 ) Interest income 18,766 39,139 48,106 Change in fair value of interest rate swaps ( 925 ) ( 2,038 ) ( 1,791 ) ( 3,376 ) 11,721 20,663 Income before income taxes 179,953 501,759 645,049 Income tax provision ( 47,117 ) ( 125,405 ) ( 161,393 ) Net income $ 132,836 $ 376,354 $ 483,656 Weighted average common shares outstanding: Basic 37,476 39,086 39,649 Diluted 37,619 39,318 39,901 Net income per common share: Basic $ 3.54 $ 9.63 $ 12.20 Diluted $ 3.53 $ 9.57 $ 12.12 Dividends declared per common share $ 0.86 $ 5.82 $ 8.70 See accompanying notes to consolidated financial statements. 50 Table of Contents Boise Cascade Company Consolidated Statements of Comprehensive Income Year Ended December 31 2025 2024 2023 (thousands) Net income $ 132,836 $ 376,354 $ 483,656 Other comprehensive income (loss), net of tax Defined benefit pension plans Actuarial gain (loss), net of tax of $( 13 ), $ 10 , and $( 7 ), respectively ( 41 ) 28 ( 22 ) Amortization of actuarial loss, net of tax of $ 7 , $ 9 , and $ 8 , respectively 25 29 25 Other comprehensive income (loss), net of tax ( 16 ) 57 3 Comprehensive income $ 132,820 $ 376,411 $ 483,659 See accompanying notes to consolidated financial statements. 51 Table of Contents Boise Cascade Company Consolidated Balance Sheets December 31 2025 2024 (thousands) ASSETS Current Cash and cash equivalents $ 477,215 $ 713,260 Receivables Trade, less allowances of $ 5,618 and $ 5,506 315,944 321,820 Related parties 86 173 Other 24,698 22,772 Inventories 795,724 803,296 Prepaid expenses and other 40,751 24,747 Total current assets 1,654,418 1,886,068 Property and equipment, net 1,157,261 1,047,083 Operating lease right-of-use assets 55,980 49,673 Finance lease right-of-use assets 11,825 22,128 Timber deposits 8,058 6,916 Goodwill 185,384 171,945 Intangible assets, net 159,665 173,027 Deferred income taxes 3,041 3,705 Other assets 6,311 8,838 Total assets $ 3,241,943 $ 3,369,383 See accompanying notes to consolidated financial statements. 52 Table of Contents Boise Cascade Company Consolidated Balance Sheets (continued) December 31 2025 2024 (thousands, except per-share data) LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable Trade $ 254,622 $ 297,676 Related parties 915 1,315 Accrued liabilities Compensation and benefits 103,066 127,415 Interest payable 10,176 9,957 Other 124,297 127,653 Total current liabilities 493,076 564,016 Debt Long-term debt, net 445,405 446,167 Other Compensation and benefits 39,354 42,006 Operating lease liabilities, net of current portion 49,778 43,174 Finance lease liabilities, net of current portion 15,631 26,883 Deferred income taxes 105,551 78,849 Other long-term liabilities 18,270 17,014 228,584 207,926 Commitments and contingent liabilities Stockholders' equity Preferred stock, $ 0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding — — Common stock, $ 0.01 par value per share; 300,000 shares authorized, 36,190 and 45,139 shares issued, respectively 362 451 Treasury stock, — and 6,956 shares at cost, respectively — ( 341,974 ) Additional paid-in capital 571,220 565,041 Accumulated other comprehensive loss ( 476 ) ( 460 ) Retained earnings 1,503,772 1,928,216 Total stockholders' equity 2,074,878 2,151,274 Total liabilities and stockholders' equity $ 3,241,943 $ 3,369,383 See accompanying notes to consolidated financial statements. 53 Table of Contents Boise Cascade Company Consolidated Statements of Cash Flows Year Ended December 31 2025 2024 2023 (thousands) Cash provided by (used for) operations Net income $ 132,836 $ 376,354 $ 483,656 Items in net income not using (providing) cash Depreciation and amortization, including deferred financing costs and other 161,849 147,402 135,414 Stock-based compensation 12,119 15,486 15,410 Pension expense 131 149 163 Deferred income taxes 27,549 ( 2,416 ) ( 180 ) Change in fair value of interest rate swaps 925 2,038 1,791 Other ( 1,084 ) ( 379 ) ( 1,898 ) Decrease (increase) in working capital, net of acquisitions Receivables 17,070 31,068 ( 35,024 ) Inventories 15,867 ( 89,266 ) 22,286 Prepaid expenses and other ( 3,023 ) ( 1,029 ) ( 824 ) Accounts payable and accrued liabilities ( 90,938 ) ( 35,595 ) 37,146 Income taxes payable ( 17,241 ) ( 2,405 ) 28,590 Other ( 1,912 ) ( 3,087 ) 928 Net cash provided by operations 254,148 438,320 687,458 Cash provided by (used for) investment Expenditures for property and equipment ( 241,431 ) ( 229,569 ) ( 215,438 ) Acquisitions of businesses and facilities, net of cash acquired ( 33,382 ) ( 10,221 ) ( 162,774 ) Proceeds from sales of assets and other 11,551 1,970 2,660 Net cash used for investment ( 263,262 ) ( 237,820 ) ( 375,552 ) 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 ) Dividends paid on common stock ( 34,624 ) ( 228,814 ) ( 346,493 ) Tax withholding payments on stock-based awards ( 5,939 ) ( 11,141 ) ( 5,926 ) Payments of deferred financing costs ( 1,819 ) — — Other ( 1,441 ) ( 1,955 ) ( 1,831 ) Net cash used for financing ( 226,931 ) ( 436,814 ) ( 360,676 ) 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 Balance at end of the period $ 477,215 $ 713,260 $ 949,574 See accompanying notes to consolidated financial statements. 54 Table of Contents Boise Cascade Company Consolidated Statements of Stockholders' Equity Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shares Amount Shares Amount (thousands) Balance at December 31, 2022 44,827 $ 448 5,367 $ ( 138,909 ) $ 551,215 $ ( 520 ) $ 1,645,741 $ 2,057,975 Net income 483,656 483,656 Other comprehensive income 3 3 Common stock issued 156 2 2 Treasury stock purchased 76 ( 6,426 ) ( 6,426 ) Stock-based compensation 15,410 15,410 Common stock dividends ($ 8.70 per share) ( 349,028 ) ( 349,028 ) Tax withholding payments on stock-based awards ( 5,926 ) ( 5,926 ) Other ( 2 ) ( 2 ) Balance at December 31, 2023 44,983 $ 450 5,443 $ ( 145,335 ) $ 560,697 $ ( 517 ) $ 1,780,369 $ 2,195,664 Net income 376,354 376,354 Other comprehensive income 57 57 Common stock issued 156 1 1 Treasury stock purchased 1,513 ( 194,904 ) ( 194,904 ) Stock-based compensation 15,486 15,486 Common stock dividends ($ 5.82 per share) ( 228,507 ) ( 228,507 ) Tax withholding payments on stock-based awards ( 11,141 ) ( 11,141 ) Other ( 1,735 ) ( 1 ) ( 1,736 ) Balance at December 31, 2024 45,139 $ 451 6,956 $ ( 341,974 ) $ 565,041 $ ( 460 ) $ 1,928,216 $ 2,151,274 Net income 132,836 132,836 Other comprehensive loss ( 16 ) ( 16 ) Common stock issued 109 1 1 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 Common stock dividends ($ 0.86 per share) ( 32,321 ) ( 32,321 ) Tax withholding payments on stock-based awards ( 5,939 ) ( 5,939 ) Other ( 1 ) ( 1 ) Balance at December 31, 2025 36,190 $ 362 — $ — $ 571,220 $ ( 476 ) $ 1,503,772 $ 2,074,878 See accompanying notes to consolidated financial statements. 55 Table of Contents Notes to Consolidated Financial Statements 1. Nature of Operations and Basis of Presentation Boise Cascade Company is a building products company headquartered in Boise, Idaho. Our operations began on October 29, 2004 (inception), when we acquired the forest products assets of OfficeMax, Incorporated. 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 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) 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. 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Boise Cascade and its subsidiaries. Intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; assumptions used in the determination of right-of-use (ROU) assets and related lease liabilities; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For additional information regarding our revenue recognition policies, see Note 3, Revenues. Cash and Cash Equivalents Cash equivalents consist of short-term investments that have an original maturity of three months or less at the date of purchase. At December 31, 2025 and 2024, the majority of our cash and cash equivalents were comprised of money market funds that are broadly diversified and invested in high-quality, short-duration securities, including U.S. government agency securities and similar instruments. We have significant amounts of cash and cash equivalents that are in excess of federally insured limits. Though we have not experienced any losses on our cash and cash equivalents to date and we do not anticipate incurring any losses, we cannot be assured that we will not experience losses on our cash and cash equivalents. 56 Table of Contents Trade Accounts Receivables and Allowance for Doubtful Accounts Trade accounts receivable are stated at the amount we expect to collect. Trade accounts receivable do not bear interest. We make ongoing estimates relating to the collectability of our accounts receivable and maintain a reserve for estimated losses resulting from the inability of our customers to meet their financial obligations to us. At December 31, 2025 and 2024, we had $ 5.6 million and $ 5.5 million, respectively, recorded as allowances for doubtful accounts. In determining the amount of the reserve and in order to manage credit risk, we consider our historical level of credit losses, customer concentrations, and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. Our sales are principally to customers in the building products industry located in the U.S. and Canada. A significant portion of our sales are concentrated with a relatively small number of customers. In 2025, our top ten customers represented approximately 49 % of sales, with two customers accounting for approximately 12 % and 11 % of total sales, respectively. At December 31, 2025, receivables from two customers accounted for approximately 16 % and 12 % of total receivables. At December 31, 2024, receivables from these two customers accounted for approximately 19 % and 11 % of total receivables. No other customer accounted for 10% or more of total receivables. Adjustments to allowances are charged to income. 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 uncollectible accounts may differ materially from our current estimates. As additional information becomes known, we may change our estimates. In the event we determine that a change in the reserve is appropriate, we will record a charge to "Selling and distribution expenses" in our Consolidated Statements of Operations in the period we make such a determination. Fair Value 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. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3). Financial Instruments 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 December 31, 2025 and 2024, we held $ 448.7 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 December 31, 2025 and 2024, the book value of our fixed-rate debt for each period was $ 400.0 million, and the fair value was estimated to be $ 395.0 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. 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. We are exposed to financial risks such as changes in commodity prices, interest rates, and foreign currency exchange rates. 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, 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. 57 Table of Contents Vendor Rebates and Allowances We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At December 31, 2025 and 2024, we had $ 17.4 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. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred. Foreign Currency The functional currency for our operations outside the United States is the U.S. dollar. Nonmonetary assets and liabilities and related depreciation and amortization for these foreign operations are remeasured into U.S. dollars using historical exchange rates. Monetary assets and liabilities are remeasured into U.S. dollars using the exchange rates as of the Consolidated Balance Sheet date. Revenue and expense items are remeasured into U.S. dollars using an average exchange rate prevailing during the year. Leases We primarily lease land, buildings, and equipment under operating and finance leases. We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification. Substantially all of our leases with initial terms greater than one year are for real estate, including distribution centers, corporate headquarters, land, and other office space. Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our BMD segment. Many of our leases include fixed escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when appropriate. Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements. Some lease agreements provide us with the option to purchase the leased property at market value. Our lease agreements do not contain any residual value guarantees. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. In determining our incremental borrowing rates, we give consideration to publicly available interest rates for instruments with similar characteristics, including credit rating, term, and collateralization. For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably certain of exercising. Variable lease expense generally includes reimbursement of actual costs for common area maintenance, property taxes, and insurance on leased real estate and are recorded as incurred. Most of our operating lease expense is recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations. In addition, we do not separate lease and non-lease components for all of our leases. Our short-term leases primarily include equipment rentals with lease terms on a month-to-month basis, which provide for our seasonal needs and flexibility in the use of equipment. Our short-term leases also include certain real estate for which either party has the right to cancel upon providing notice of 30 to 90 days. We do not recognize ROU assets or lease liabilities for short-term leases. Income Taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and respective tax bases and operating loss and tax credit carryforwards, as measured using enacted tax rates expected to be in effect in the periods where temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 58 Table of Contents We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be unable to realize our deferred tax assets in the future, we would make an adjustment to the deferred tax asset valuation allowance, which would increase the provision for income taxes. We review and update our tax positions as necessary to add any new uncertain tax positions taken, or to remove previously identified uncertain positions that have been adequately resolved. Additionally, uncertain positions may be remeasured as warranted by changes in facts or law. Accounting for uncertain tax positions requires estimating the amount, timing and likelihood of ultimate settlement. Although we believe that these estimates are reasonable, actual results could differ from these estimates. Inventory Valuation Inventories are valued at the lower of cost or net realizable value. Cost is based on the first-in, first-out (FIFO) method of inventory valuation or average cost. Wholesale distribution inventories include costs incurred in bringing inventory to its existing location. Manufactured inventories include costs for materials, labor, and factory overhead. Log inventories include costs to harvest and deliver the logs. Inventories included the following (work in process is not material): December 31, 2025 December 31, 2024 (thousands) Finished goods and work in process $ 672,173 $ 695,901 Logs 57,309 50,152 Other raw materials and supplies 66,242 57,243 $ 795,724 $ 803,296 Property and Equipment Property and equipment are recorded at cost. Cost includes expenditures for major improvements and replacements and the amount of interest cost associated with significant capital additions. For the years ended December 31, 2025, 2024, and 2023, an insignificant amount of interest was capitalized. We expense all repair and maintenance costs as incurred. When property and equipment are retired, sold, or otherwise disposed of, the asset's carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operating income (loss). We use the straight-line method of depreciation. 59 Table of Contents Property and equipment consisted of the following asset classes with the following general range of estimated useful lives: December 31, 2025 December 31, 2024 General Range of Estimated Useful Lives in Years (thousands) Land $ 98,267 $ 94,591 Buildings 430,204 360,518 20 - 40 Improvements 82,568 87,512 10 - 15 Mobile equipment, information technology, and office furniture 322,907 296,604 3 - 7 Machinery and equipment 1,130,806 1,089,117 7 - 12 Construction in progress 99,340 147,668 2,164,092 2,076,010 Less accumulated depreciation ( 1,006,831 ) ( 1,028,927 ) $ 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 We review the carrying value of long-lived assets and finite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable (triggering event). An impairment of long-lived assets or finite-lived intangible assets exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the carrying value of an asset or asset group exceeds its fair value. No triggering events were identified during the years ended December 31, 2025, 2024, and 2023. Goodwill and Indefinite-Lived Intangible Asset Impairment 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. We completed our annual assessment of goodwill in fourth quarter 2025 using a qualitative approach. The qualitative goodwill impairment assessment requires evaluating factors, based on the weight of evidence, to determine whether a reporting unit's carrying value would more likely than not exceed its fair value. As part of our goodwill qualitative testing process for each reporting unit, we evaluate various factors that are specific to the reporting unit as well as industry and macroeconomic factors in order to determine whether they are reasonably likely to have a material impact on the fair value of our reporting units. Based on the qualitative analysis performed in 2025, we concluded that there were no changes that were reasonably likely to cause the fair value of the reporting units to be less than the reporting units' carrying value and determined that there was no impairment of our goodwill. In the event we were to determine that a reporting unit's carrying value would more likely than not exceed its fair value, quantitative testing would be performed comparing carrying values to estimated fair values. See Note 7, Goodwill and Intangible Assets, for additional information. Asset Retirement Obligations We recognize our asset retirement obligations in the period in which they are incurred if sufficient information is available to reasonably estimate the fair value of the obligation. Fair value estimates are determined using Level 3 inputs in the fair value hierarchy. The fair values of our asset retirement obligations are measured using expected future cash outflows discounted using the Company's credit-adjusted risk-free interest rate. When we record the liability, we capitalize the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its settlement value, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, we will recognize a gain or loss for any difference between the settlement amount and the liability recorded. 60 Table of Contents At December 31, 2025 and 2024, we had $ 4.7 million and $ 4.6 million, respectively, of asset retirement obligations recorded in "Other long-term liabilities" on our Consolidated Balance Sheets. These liabilities related primarily to landfill closure costs. The liabilities are based on the best estimate of current costs and are updated periodically to reflect current technology, laws and regulations, inflation, and other economic factors. We do not have any assets legally restricted for purposes of settling asset retirement obligations. We have additional asset retirement obligations with indeterminate settlement dates. The fair value of these asset retirement obligations cannot be estimated due to the lack of sufficient information to estimate the settlement dates of the obligations. These asset retirement obligations include, for example, (i) removal and disposal of potentially hazardous materials on equipment and/or an operating facility if the equipment and/or facility were to undergo major maintenance, renovation, or demolition; (ii) retention ponds that may be required to be drained and/or cleaned if the related operating facility is closed; and (iii) storage sites or owned facilities for which removal and/or disposal of chemicals and other related materials are required if the operating facility is closed. We will recognize a liability in the period in which sufficient information becomes available to reasonably estimate the fair value of these obligations. Deferred Software Costs We defer internal-use software costs that benefit future years. 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 $ 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. Labor Concentration and Unions As of December 31, 2025, we had approximately 7,680 employees. Approximately 17 % of these employees work pursuant to collective bargaining agreements. As of December 31, 2025, we had ten collective bargaining 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, 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, 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. Losses are accrued and charged to operations when it is probable that a loss has been incurred and the amount can be reasonably estimated. We maintain third-party stop-loss insurance policies to cover these liability costs in excess of predetermined retained amounts. Costs related to the administration of the plans and related claims are expensed as incurred. 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. 61 Table of Contents New and Recently Adopted Accounting Standards 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; 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): Disaggregation of Income Statement Expenses . The ASU requires disclosure of specified costs and expenses in the notes to financial statements, including purchases of inventory, employee compensation, depreciation and amortization. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this ASU on the disclosures related to our consolidated financial statements. 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. 3. Revenues Building Materials Distribution Segment Our BMD segment is a leading national stocking wholesale distributor of building materials. We distribute a broad line of building materials, including OSB, plywood, and lumber (collectively referred to as commodities); general line items such as siding, composite decking, doors and millwork, metal products, roofing, and insulation; and EWP. Except for EWP, we purchase most of these building materials from third-party suppliers and market them primarily to dealers, home improvement centers, and specialty distributors that then sell the products to the end customers, who are typically homebuilders, independent contractors, and homeowners engaged in residential construction projects. Substantially all of BMD's EWP is sourced from our Wood Products segment. We sell products using two primary distribution methods: warehouse sales and direct sales. Warehouse sales are distributed from our warehouses to our customers. Direct sales are shipped from the manufacturer to the customer without us taking physical possession of inventory. We report direct sales on a gross basis, that is, the amounts billed to our customers are recorded as "Sales," and inventory purchased from manufacturers are recorded as "Materials, labor, and other operating expenses (excluding depreciation)." We are the principal of direct sales because we control the inventory, as we have the ability to direct its use before it is transferred to our customers. For warehouse sales, we transfer control and recognize a sale when the customer takes physical possession of the product. Control transfers when the customer takes physical possession of the product because the customer has legal title, a present obligation to pay, and risk and rewards of ownership. For direct sales, we transfer control and recognize a sale when the product is shipped from the manufacturer to the 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 customer rebates and cash discounts we offer to our customers. See "Customer Rebates and Allowances and Cash Discounts" below. 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 wide spans. 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 62 Table of Contents 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 Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment, as well as temporary protection from price increases. We provide the rebates to increase the sell-through of our products. 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. There have not been significant changes to our estimates of rebates, although it is reasonably possible that a change in the estimate may occur. Shipping and Handling Fees for shipping and handling charged to customers for sales transactions are included in "Sales" in our Consolidated Statements of Operations. 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 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. 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. Other Our payment terms vary by the type of customer and the products offered. The term between invoicing and when payment is due is not significant. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We expense sales commissions when incurred as they are earned. These costs are recorded within "Selling and distribution expenses" in our Consolidated Statements of Operations. For revenue disaggregated by major product line for each reportable segment, see Note 15, Segment Information. 4. Income Taxes Income Tax Provision Income before income taxes includes the following components: Year Ended December 31 2025 2024 2023 (thousands) Domestic $ 176,559 $ 500,270 $ 643,060 Foreign 3,394 1,489 1,989 Income before income taxes $ 179,953 $ 501,759 $ 645,049 63 Table of Contents The income tax provision shown in the Consolidated Statements of Operations includes the following: Year Ended December 31 2025 2024 2023 (thousands) Current income tax provision Federal $ 16,028 $ 101,542 $ 133,323 State 3,540 26,279 28,250 Foreign — — — Total current 19,568 127,821 161,573 Deferred income tax provision (benefit) Federal 24,125 ( 2,915 ) ( 629 ) State 2,583 ( 269 ) ( 68 ) Foreign 841 768 517 Total deferred 27,549 ( 2,416 ) ( 180 ) 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. Federal statutory income tax rate principally due to the following: Year Ended December 31 2025 2024 2023 (thousands, except percentages) U.S. 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 % Other 1,209 0.7 % ( 5,127 ) ( 1.0 ) % 510 0.1 % Effective income tax rate $ 47,117 26.2 % $ 125,405 25.0 % $ 161,393 25.0 % _________________________________ (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 (thousands) Federal $ 26,501 $ 108,242 $ 107,785 State 10,061 22,309 25,206 Foreign — — — $ 36,562 $ 130,551 $ 132,991 64 Table of Contents 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. The components of our net deferred tax assets and liabilities at December 31, 2025 and 2024, are summarized as follows: December 31, 2025 December 31, 2024 (thousands) Deferred tax assets Employee benefits $ 24,396 $ 29,141 Lease liabilities 19,932 21,136 Inventories 8,650 8,142 Foreign net operating loss carryforward 806 274 Other 9,541 12,152 Deferred tax assets $ 63,325 $ 70,845 Deferred tax liabilities Property and equipment $ ( 126,512 ) $ ( 105,735 ) Right-of-use assets ( 17,673 ) ( 18,556 ) Intangible assets and other ( 19,698 ) ( 19,480 ) Other ( 1,952 ) ( 2,218 ) Deferred tax liabilities $ ( 165,835 ) $ ( 145,989 ) Total deferred tax assets (liabilities), net $ ( 102,510 ) $ ( 75,144 ) As of December 31, 2025, we have foreign net operating loss carryforwards of $ 7.7 million, which if unused, will expire in years 2036 through 2044. We have state income tax credits totaling $ 2.1 million as of December 31, 2025, which if unused, will expire in years 2034 through 2040. The foreign net operating loss and state credit carryforwards in the income tax returns filed included unrecognized tax benefits. The deferred tax assets recognized for those net operating losses and state credit carryforwards are presented net of these unrecognized tax benefits. Income Tax Uncertainties The following table summarizes the changes related to our gross unrecognized tax benefits excluding interest and penalties: 2025 2024 2023 (thousands) Balance as of January 1 $ 1,556 $ 1,559 $ 1,734 Increases related to prior years' tax positions 157 — 4 Increases related to current years' tax positions 211 103 — Lapse of statute of limitations ( 50 ) ( 106 ) ( 179 ) Balance as of December 31 $ 1,874 $ 1,556 $ 1,559 As of December 31, 2025, 2024, and 2023, we had $ 1.9 million, $ 1.6 million, and $ 1.6 million, respectively, of unrecognized tax benefits recorded on our Consolidated Balance Sheets, excluding interest and penalties. Of the total unrecognized tax benefits recorded, $ 1.9 million, $ 1.5 million, and $ 1.5 million (net of the federal benefit for state taxes), respectively, would impact the effective tax rate if recognized. We recognize interest and penalties related to uncertain tax positions as income tax expense in our Consolidated Statements of Operations. 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 65 Table of Contents 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. We file income tax returns in the U.S. and various state and foreign jurisdictions. Tax years 2022 to present remain open to examination in the U.S. and tax years 2021 to present remain open to examination in Canada and various states. 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. 5. Net Income Per Common Share Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Weighted average common shares outstanding for the basic net income per common share calculation includes certain vested restricted stock units (RSUs) and performance stock units (PSUs) as there are no conditions under which those shares will not be issued. For more information about common share activity during the period, see Note 12, Stockholders' Equity. 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 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: Year Ended December 31 2025 2024 2023 (thousands, except per-share data) Net income $ 132,836 $ 376,354 $ 483,656 Weighted average common shares outstanding during the period (for basic calculation) 37,476 39,086 39,649 Dilutive effect of other potential common shares 143 232 252 Weighted average common shares and potential common shares (for diluted calculation) 37,619 39,318 39,901 Net income per common share - Basic $ 3.54 $ 9.63 $ 12.20 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 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. 6. Acquisitions We account for acquisition transactions in accordance with ASC 805, Business Combinations . Accordingly, the results of operations of the acquiree are included in our consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. 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. 66 Table of Contents 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. 7. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price and related costs over the fair value of the net tangible and intangible assets of businesses acquired. The carrying amount of our goodwill by segment is as follows: Building Materials Distribution Wood Products Total (thousands) Balance at December 31, 2024 $ 45,779 $ 126,166 $ 171,945 Additions (a) 13,439 — 13,439 Balance at December 31, 2025 $ 59,218 $ 126,166 $ 185,384 ___________________________________ (a) Represents goodwill related to the Holden Humphrey Acquisition. For additional information, see Note 6, Acquisitions. At December 31, 2025 and 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. Our key registered trademarks are perpetual in duration as long as we continue to timely file all post registration maintenance documents related thereto. These trademarks have indefinite lives, are not amortized, and have a carrying amount of $ 8.9 million. 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. The weighted-average useful life from the date of purchase for customer relationships is approximately 11 years. During the years ended December 31, 2025 and 2024, we recognized $ 20.3 million and $ 19.8 million, respectively, of amortization expense for intangible assets. Amortization expense for intangible assets is expected to be approximately $ 20 million per year for the next five years. Intangible assets consisted of the following: December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (thousands) Trade names and trademarks $ 27,600 $ ( 3,399 ) $ 24,201 Customer relationships 204,078 ( 68,614 ) 135,464 $ 231,678 $ ( 72,013 ) $ 159,665 67 Table of Contents December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (thousands) Trade names and trademarks $ 27,600 $ ( 2,199 ) $ 25,401 Customer relationships 197,100 ( 49,474 ) 147,626 $ 224,700 $ ( 51,673 ) $ 173,027 8. Debt Long-term debt consisted of the following: December 31, 2025 December 31, 2024 (thousands) 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 ) Long-term debt $ 445,405 $ 446,167 At December 31, 2025, the maturities for the aggregate amount of long-term debt outstanding were as follows (in thousands): 2026 $ — 2027 — 2028 — 2029 — 2030 450,000 Thereafter — 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). 68 Table of Contents 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. 2030 Notes 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 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: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets. The indenture governing the 2030 Notes permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the indenture, and (ii) our consolidated leverage ratio is no greater than 3.5 :1, or (iii) the dividend, together with other dividends since the issue date, would not exceed our "builder" basket under the indenture. In addition, the indenture includes certain specific baskets for the payment of dividends. The indenture governing the 2030 Notes provides for customary events of default and remedies. 69 Table of Contents Interest Rate Swap 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 For the years ended December 31, 2025, 2024, and 2023, cash payments for interest were $ 17.6 million, $ 20.7 million, and $ 22.6 million, respectively. 9. Leases Lease Costs The components of lease expense were as follows: Year Ended December 31 2025 2024 2023 (thousands) Operating lease cost $ 14,530 $ 13,690 $ 13,227 Finance lease cost Amortization of right-of-use assets 1,774 2,480 2,470 Interest on lease liabilities 1,702 2,147 2,229 Variable lease cost 5,628 5,800 5,429 Short-term lease cost 7,014 5,784 6,149 Sublease income ( 234 ) ( 153 ) ( 330 ) Total lease cost $ 30,414 $ 29,748 $ 29,174 Other Information Supplemental cash flow information related to leases was as follows: Year Ended December 31 2025 2024 2023 (thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 14,229 $ 13,125 $ 13,472 Operating cash flows from finance leases 1,699 2,128 2,226 Financing cash flows from finance leases 1,441 1,955 1,831 Right-of-use assets obtained in exchange for lease obligations Operating leases 17,435 5,356 18,147 Finance leases — 803 — 70 Table of Contents Other information related to leases was as follows: December 31, 2025 December 31, 2024 Weighted-average remaining lease term (years) Operating leases 7 7 Finance leases 12 13 Weighted-average discount rate Operating leases 5.9 % 5.9 % Finance leases 8.6 % 7.5 % As of December 31, 2025, our minimum lease payment requirements for noncancelable operating and finance leases are as follows: Operating Leases Finance Leases (thousands) 2026 $ 13,454 $ 2,417 2027 12,827 2,462 2028 10,186 2,293 2029 9,212 2,252 2030 7,208 2,019 Thereafter 20,859 15,068 Total future minimum lease payments 73,746 26,511 Less: interest ( 13,648 ) ( 9,804 ) Total lease obligations 60,098 16,707 Less: current obligations ( 10,320 ) ( 1,076 ) Long-term lease obligations $ 49,778 $ 15,631 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. 10. Retirement and Benefit Plans Our retirement plans consist of noncontributory defined benefit pension plans, contributory defined contribution savings plans, and deferred compensation plans. Defined Benefit Plans Some of our current or former employees are covered by noncontributory defined benefit pension plans. These plans are nonqualified salaried pension plans, which were frozen so that no future benefits have accrued since December 31, 2009. 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. 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). For both the years ended December 31, 2025 and 2024, amounts recognized in accumulated other comprehensive loss related to our nonqualified defined benefit pension plans were immaterial. Furthermore, the components of net periodic benefit cost and other amounts recognized in other comprehensive income related to our nonqualified defined pension plans for the years ended December 31, 2025 and 2024 were immaterial. 71 Table of Contents Defined Contribution Plans 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 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. Defined Contributory Trust We participate in a multiemployer defined contributory trust plan for certain union hourly employees. As of December 31, 2025, 2024, and 2023 approximately 710 , 740 , and 730 , respectively, of our employees participated in this plan. Per the terms of the representative collective bargaining agreements, we were required to contribute 4.5 % of the employee's earnings during 2025, 2024, and 2023. Company contributions to the multiemployer defined contributory trust plan were $ 1.9 million, $ 2.1 million, and $ 1.8 million, respectively, for each of the years ended December 31, 2025, 2024, and 2023. After required contributions, we have no further obligation to the plan. The plan and its assets are managed by a joint board of trustees. Deferred Compensation Plans We sponsor deferred compensation plans. Under the plans, participating employees and directors irrevocably elect each year to defer receipt of a portion of their compensation. 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 either following the termination of their employment with the company or while still employed by the company. The deferred compensation plans are unfunded; therefore, benefits are paid from our general assets. For the years ended December 31, 2025, 2024, and 2023, we recognized $ 2.6 million, $ 2.4 million, and $ 2.1 million, respectively, of interest expense related to the plans. At December 31, 2025 and 2024, we had liabilities related to the plans of $ 4.8 million and $ 4.5 million, respectively, recorded in "Accrued liabilities, Compensation and benefits" and $ 32.8 million and $ 33.0 million, respectively, recorded in "Other, Compensation and benefits" on our Consolidated Balance Sheets. 11. Long-Term Incentive Compensation Plans Stock-Based Compensation 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 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). 72 Table of Contents PSU and RSU Awards In 2025, we granted 83,616 PSUs to our officers and other employees, subject to performance and service conditions, at a weighted average grant date fair value of $ 103.66 . 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 return on invested capital (ROIC) for 2025, 2026, and 2027. 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. We define ROIC as net operating profit after taxes (NOPAT) divided by average invested capital (based on a rolling thirteen-month average). We define NOPAT as net income plus after-tax financing expense. Invested capital is defined as total assets plus capitalized lease expense, less cash, cash equivalents, and current liabilities, excluding short-term debt. For the other employees, the PSUs granted are subject to a one-year performance period. 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. 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. 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. In 2025, 2024, and 2023, we granted an aggregate of 100,159 , 72,377 , and 116,454 RSUs, at a weighted average grant date fair value of $ 103.36 , $ 137.75 , and $ 69.58 , 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. The RSUs granted to nonemployee directors vest in a single installment after a one year period. We based the fair value of the PSU and RSU awards on the closing market price of our common stock on the grant date. During the years ended December 31, 2025, 2024, and 2023, the total fair value of PSUs and RSUs vested was $ 15.8 million, $ 34.0 million, and $ 16.8 million, respectively. 73 Table of Contents The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the year ended December 31, 2025: PSUs RSUs Number of shares Weighted Average Grant-Date Fair Value Number of shares Weighted Average Grant-Date Fair Value Outstanding, December 31, 2024 257,024 $ 86.31 131,797 $ 104.45 Granted 83,616 103.66 100,159 103.36 Performance condition adjustment (a) ( 1,157 ) 137.79 — — Vested ( 81,165 ) 81.15 ( 70,933 ) 99.65 Forfeited ( 15,998 ) 91.50 ( 8,730 ) 105.37 Outstanding, December 31, 2025 242,320 $ 93.44 152,293 $ 105.92 __________________ (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 We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. 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. Most of our stock-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows: Year Ended December 31 2025 2024 2023 (thousands) PSUs $ 3,900 $ 8,401 $ 9,056 RSUs 8,219 7,085 6,354 Total $ 12,119 $ 15,486 $ 15,410 For the years ended December 31, 2025, 2024, and 2023, the related tax benefit was $ 3.2 million, $ 3.9 million, and $ 3.9 million, respectively. As of December 31, 2025, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 12.7 million. This expense is expected to be recognized over a weighted-average period of 1.7 years. Long-Term Incentive Cash Plan In 2025, 2024, and 2023, certain non-executive employees participated in a long-term incentive plan that pays awards in cash (LTI Cash Plan). The LTI Cash Plan provides participants with the opportunity to earn a cash award, half of which is subject to service conditions only, with the other half subject to performance and service conditions. For the performance based cash award, the amount of cash actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade's EBITDA, as approved by executive management in accordance with the related grant agreement. Under the LTI Cash Plan, the award is paid in three equal installments each year after the grant date, with continued employment as a precondition for receipt of each award installment. We recognize compensation expense for cash awards with only service conditions on a straight-line basis over the requisite service period. Cash awards subject to performance conditions are also recognized on a straight-line basis over the requisite service period, based on the most probable amount of cash to be paid subject to achievement of the performance condition. 74 Table of Contents 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 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. 12. Stockholders' Equity Our certificate of incorporation has authorized 300,000,000 shares of common stock and 50,000,000 shares of preferred stock. No preferred stock was issued or outstanding as of December 31, 2025 and 2024. We had 36,190,433 and 45,138,835 shares of common stock issued and 36,190,433 and 38,182,989 shares of common stock outstanding as of December 31, 2025 and 2024, respectively. Each share of common stock entitles the holder to one vote on matters to be voted on by the stockholders of Boise Cascade. 75 Table of Contents Dividends 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. Our board of directors declared and paid the following dividends during each of the respective quarters for the years ended December 31, 2025, 2024, and 2023: Dividends Per Share Amount Paid 2025 (in thousands) First Quarter (a) $ 0.21 $ 10,485 Second Quarter 0.21 7,898 Third Quarter 0.22 8,199 Fourth Quarter 0.22 8,042 Total $ 0.86 $ 34,624 2024 First Quarter (a) $ 0.20 $ 11,205 Second Quarter 0.20 7,864 Third Quarter (b) 5.21 201,416 Fourth Quarter 0.21 8,329 Total $ 5.82 $ 228,814 2023 First Quarter (a) $ 0.15 $ 8,258 Second Quarter (c) 3.15 124,709 Third Quarter 0.20 7,918 Fourth Quarter (c) 5.20 205,608 Total $ 8.70 $ 346,493 __________________ (a) Includes payments of dividend equivalents on RSUs and PSUs which vested in first quarter of each year. (b) During third quarter 2024, our board of directors declared and paid a special dividend of $ 5.00 per share on our common stock. (c) During second quarter 2023, our board of directors declared and paid a special dividend of $ 3.00 per share on our common stock. During fourth quarter 2023, our board of directors declared and paid a special dividend of $ 5.00 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 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. 76 Table of Contents Stock Repurchase 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 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. 13. Transactions With Related Party Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50 % owned by us and 50 % owned by Packaging Corporation of America (PCA). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA in Louisiana. We are not the primary beneficiary of LTP as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements. Sales Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 8.4 million, $ 10.7 million, and $ 11.6 million, respectively, during the years ended December 31, 2025, 2024, and 2023. These sales are recorded in "Sales" in our Consolidated Statements of Operations. Costs and Expenses Related-party wood fiber purchases from LTP were $ 71.4 million, $ 80.9 million, and $ 80.2 million, respectively, during the years ended December 31, 2025, 2024, and 2023. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. 14. Financial Instrument Risk In the normal course of business, we are exposed to financial risks such as changes in commodity prices, interest rates, and foreign currency exchange rates. In 2025, 2024, and 2023, we did not use derivative instruments to manage these risks, except for interest rate swaps as discussed below. Commodity Price Risk 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 77 Table of Contents 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 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. Foreign Currency Risk We have sales in countries outside the U.S. As a result, we are exposed to movements in foreign currency exchange rates, primarily in Canada, but we do not believe our exposure to currency fluctuations is significant. 15. Segment Information We operate our business using two reportable segments: BMD and Wood Products. These segments represent distinct businesses that are managed separately because of differing products and services. Each of these businesses requires distinct operating and marketing strategies. For a description of the products sold by our segments, see Note 3, Revenues. Our chief operating decision maker (CODM) is our chief executive officer. We measure and evaluate our reportable segments based on net sales and segment operating income (loss). Accordingly, our CODM reviews the performance of the Company and allocates resources based primarily on net sales and segment operating income (loss) for our business segments, predominantly in the budget and forecasting process. The CODM reviews capital plans for both of our business segments and uses these plans, along with expectations of segment performance, resource availability, and capital structure, to determine how to allocate resources to each business segment. The segments follow the accounting principles described in Note 2, Summary of Significant Accounting Policies. Specified expenses are allocated to the segments. For many of these allocated expenses, the related assets and liabilities remain in corporate. 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. 78 Table of Contents 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 (millions) 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) LVL (b) 47.2 64.0 46.7 I-joists (b) 28.6 41.4 29.6 Other engineered wood products (b) 19.6 27.0 33.4 Plywood and veneer 235.4 281.0 353.2 Lumber 47.5 54.2 86.0 Byproducts 61.1 66.1 85.9 Other 23.9 24.1 25.0 463.3 557.8 659.7 $ 6,404.6 $ 6,724.3 $ 6,838.2 ___________________________________ (a) Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our BMD segment. (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 years ended December 31, 2025, 2024, and 2023, approximately 75 %, 75 %, and 78 %, respectively, of Wood Products' EWP sales volumes were to our BMD segment. 79 Table of Contents An analysis of our operations by segment is as follows: Year Ended December 31 2025 2024 2023 (thousands) Building Materials Distribution Sales $ 5,941,297 $ 6,166,493 $ 6,178,690 Less: 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 Depreciation and amortization 58,689 49,534 32,353 5,719,079 5,863,108 5,842,882 Segment income from operations $ 222,218 $ 303,385 $ 335,808 Wood Products Sales $ 1,613,441 $ 1,832,317 $ 1,932,602 Less: Materials, labor, and other operating expenses (excluding depreciation) (a) 1,457,211 1,446,555 1,432,745 Other segment items (b) 51,938 61,105 64,015 Depreciation and amortization 98,456 93,203 98,710 1,607,605 1,600,863 1,595,470 Segment income from operations $ 5,836 $ 231,454 $ 337,132 Reconciliation of sales 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 ) Total net sales $ 6,404,595 $ 6,724,294 $ 6,838,245 Reconciliation of income 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 ) Income from operations $ 183,329 $ 490,038 $ 624,386 Interest expense ( 21,846 ) ( 24,067 ) ( 25,496 ) Interest income 18,766 39,139 48,106 Other unallocated items (e) ( 296 ) ( 3,351 ) ( 1,947 ) Income before income taxes $ 179,953 $ 501,759 $ 645,049 __________________ (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. 80 Table of Contents (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). (c) Primarily represents intersegment sales from our Wood Products segment to our BMD segment. During 2025, 2024, and 2023, approximately 71 %, 70 %, and 66 %, respectively, of Wood Products' overall sales were to our BMD segment. (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, 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. December 31 2025 2024 (thousands) Assets Building Materials Distribution $ 1,580,239 $ 1,524,214 Wood Products 1,183,351 1,145,555 Corporate 478,353 699,614 Total assets $ 3,241,943 $ 3,369,383 Year Ended December 31 2025 2024 2023 (thousands) Capital expenditures Building Materials Distribution (a)(b) $ 104,596 $ 107,593 $ 155,724 Wood Products (c) 136,590 121,870 59,360 Corporate 245 106 354 Total capital expenditures $ 241,431 $ 229,569 $ 215,438 __________________ (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. 81 Table of Contents 16. Commitments, Legal Proceedings and Contingencies, and Guarantees Commitments We have commitments for leases and long-term debt that are discussed further in Note 8, Debt, and Note 9, Leases. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. We are a party to a number of long-term log supply agreements. At December 31, 2025, our total obligation for log purchases under contracts with third parties was approximately $ 101 million based on fixed contract pricing or estimated current contractual index pricing for variable contracts. Under certain log supply agreements, we have the right to cancel or reduce our commitments in the event of a mill curtailment or shutdown. 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, 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. 82 Table of Contents Guarantees 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 Credit Agreement, described in Note 8, Debt. Their obligations are guaranteed by each of our remaining domestic subsidiaries. Boise Cascade has issued $ 400.0 million of 4.875 % senior notes due in 2030. 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 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 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. At December 31, 2025, we are not aware of any material liabilities arising from these indemnifications. 83 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Boise Cascade Company: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Boise Cascade Company and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 84 Table of Contents Customer rebates payable for engineered wood products As discussed in Note 3 to the consolidated financial statements, the Company records an accrual for estimated rebates payable to third parties. The Company provides engineered wood products (EWP) rebates at various stages of the supply chain (including dealers and homebuilders) as a means to increase sales. EWP rebates are based on the volume of purchases (measured in dollars or units), among other factors such as customer loyalty, conversion, and commitment incentives, as well as temporary protection from price increases. As of December 31, 2025, the Company has recorded $83.5 million of rebates payable to third parties of which $52.2 million represents payables related to EWP rebates. We identified the rebates payable for EWP as a critical audit matter. Evaluating the Company's estimate of the year end rebates payable for EWP, which is based on a sell-through model as EWP products transition through the supply chain, required a high degree of subjective auditor judgment. Specifically, the estimate required significant auditor judgment because it is challenging, due to the time lag of information, to estimate sales subject to rebate as the products transition through the supply chain from the Company's wholesale distribution customers to dealers and homebuilders. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the customer rebates payable process. This included controls related to the Company's process to evaluate the information used to estimate sales subject to rebate related to the products as they transition through the supply chain. We evaluated the Company’s ability to accurately estimate its year end EWP rebate payable in the aggregate by comparing the prior year estimate to the actual rebate payments made. In addition, subsequent to year end, we tested a sample of EWP rebates at the individual entity level by developing an independent estimate of the payable utilizing key contract terms, current year reported sales and usage metrics, current year payment detail, and historic sales and usage metrics to compare to the Company’s estimate of the EWP payable required. /s/ KPMG LLP We have served as the Company’s auditor since 2005. Boise, Idaho February 24, 2026 85 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Boise Cascade Company: Opinion on Internal Control Over Financial Reporting We have audited Boise Cascade Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2026 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Boise, Idaho February 24, 2026 86 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.