BOISE CASCADE Co 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Exchange Act. We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We have also designed our disclosure controls to provide reasonable assurance that such information is accumulated and communicated to our senior management, including our chief executive officer (CEO) and our chief financial officer (CFO), as appropriate, to allow them to make timely decisions regarding our required disclosures. Based on their evaluation, our CEO and CFO have concluded that as of December 31, 2025, our disclosure controls and procedures were effective. Limitations on the Effectiveness of Controls and Procedures In designing and evaluating our disclosure and/or internal controls and procedures, we recognized that no matter how well conceived and well operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, a control system, no matter how well designed, may not prevent or detect misstatements due to error or fraud. Additionally, in designing a control system, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have also designed our disclosure and internal controls and procedures based in part upon assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management's Report on Internal Control Over Financial Reporting The management of Boise Cascade Company (Boise Cascade) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act. Our 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 accounting principles generally accepted in the U.S. Internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; • provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements. Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices, and actions taken to correct deficiencies as identified. As of December 31, 2025, management conducted an assessment of the effectiveness of Boise Cascade's internal control over financial reporting based on criteria for effective internal control over financial reporting described in "Internal Control—Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded as of December 31, 2025, our internal control over financial reporting was effective. The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report, which is included herein. 87 Table of Contents Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during our latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2025, none of Boise Cascade's directors or officers adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE For information with respect to the executive officers of the Registrant, see "Information About Our Executive Officers and Key Management" in "Item 1. Business" of this Form 10-K. We have adopted a Code of Ethics that applies to all of our employees, including our chief executive officer, chief operating officer, chief financial officer, and principal accounting officer. Our Code of Ethics is available on our website at www.bc.com/investors, on the Corporate Governance tab by clicking on Code of Ethics under the Governance Documents section. Our website is not part of, and is not incorporated by reference to, this Form 10-K. If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics that apply to our principal executive officer and financial and accounting officers by posting the required information on our website at the above address. The Company has an Insider Trading Policy governing the purchase, sale and other dispositions of Company securities by directors, officers, employees, and the Company itself that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy filed as Exhibit 19.1 to this Annual Report on Form 10-K. Information with respect to our directors and certain other corporate governance matters is incorporated by reference from the information contained under the sections "Proposal No. 1 - Election of Ten Directors," and "Corporate Governance" in our Proxy Statement for the Annual Meeting of Stockholders to be held on April 30, 2026, to be filed with the Commission no later than 120 days after December 31, 2025, in accordance with General Instruction G(3) to the Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference from information contained under the sections "Board Compensation" and "Executive Compensation" in our Proxy Statement for the Annual Meeting of Stockholders to be held on April 30, 2026, to be filed with the Commission no later than 120 days after December 31, 2025, in accordance with General Instruction G(3) to the Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated herein by reference from information contained under the sections "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in our Proxy Statement for the Annual Meeting of Stockholders to be held on April 30, 2026, to be filed with the Commission no later than 120 days after December 31, 2025, in accordance with General Instruction G(3) to the Form 10-K. 88 Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference from information contained under the sections "Director Independence" and "Related-Person Transactions" in our Proxy Statement for the Annual Meeting of Stockholders to be held on April 30, 2026, to be filed with the Commission no later than 120 days after December 31, 2025, in accordance with General Instruction G(3) to the Form 10-K. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is KPMG LLP , Boise, ID , Auditor Firm ID: 185 . The information required by this Item is incorporated herein by reference from information contained under the sections "Audit Committee Report," "Fees Paid to KPMG" and "Policies and Procedures for Preapproval of Audit and Non-Audit Services" in our Proxy Statement for the Annual Meeting of Stockholders to be held on April 30, 2026, to be filed with the Commission no later than 120 days after December 31, 2025, in accordance with General Instruction G(3) to the Form 10-K. 89 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this Form 10-K: (1) Consolidated Financial Statements The Consolidated Financial Statements, the Notes to Consolidated Financial Statements, and the Reports of Independent Registered Public Accounting Firm for Boise Cascade Company are presented in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K. – Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023. – Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023. – Consolidated Balance Sheets as of December 31, 2025 and 2024. – Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023. – Consolidated Statements of Stockholders' Equity for the years ended December 31, 2025, 2024, and 2023. – Notes to Consolidated Financial Statements. – Reports of Independent Registered Public Accounting Firm. (2) Financial Statement Schedules All financial statement schedules have been omitted because they are inapplicable, not required, or shown in the consolidated financial statements and notes in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K. (3) Exhibits A list of the exhibits required to be filed as part of this report is set forth in the Index to Exhibits and is incorporated by reference. (b) See Index to Exhibits 90 Table of Contents BOISE CASCADE COMPANY INDEX TO EXHIBITS Exhibit Number Exhibit Description Incorporated by Reference Filed or Furnished Herewith Form File Number Exhibit Number Filing Date 3.1 Restated Certificate of Incorporation of Boise Cascade Company effective May 29, 2020 10-K 001-35805 3.1 2/22/2021 3.2 Amended and Restated Bylaws of Boise Cascade Company effective October 26, 2023 8-K 001-35805 3.2 10/27/2023 3.3 Form of stock certificate of Boise Cascade Company S-1/A Amend. No. 3 333-184964 4.3 1/23/2013 4.1 Indenture dated July 27, 2020, by and among Boise Cascade Company, the guarantors party thereto and U.S. Bank National Association, as trustee, governing the 4.875% Senior Notes due 2030 10-Q 001-35805 4.1 10/30/2020 4.2 Form of 4.875% Senior Note due 2030 (included as Exhibit 1 to Appendix to Exhibit 4.1) 10-Q 001-35805 4.1 10/30/2020 4.3 Form of 4.875% Senior Note Guarantee (included as Exhibit A to Exhibit 4.1) 10-Q 001-35805 4.1 10/30/2020 4.4 Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 X 10.1 Credit Agreement, dated as of April 14, 2025, among Boise Cascade Company, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders from time to time party thereto 8-K 001-35805 10.1 4/16/2025 10.2+ Boise Cascade Company Supplemental Pension Plan, as amended through July 31, 2013 S-4 333-191191 10.17 9/16/2013 10.3+ Boise Cascade Company Incentive and Performance Plan, as amended through July 31, 2013 S-4 333-191191 10.21 9/16/2013 10.4+ Boise Cascade Company 2004 Deferred Compensation Plan, as amended and restated as of January 1, 2018 10-K 001-35805 10.18 2/26/2018 10.5+ Boise Cascade Company 2019 Deferred Compensation Plan 10-Q 001-35805 10.1 8/6/2018 10.6+ Boise Cascade Company Directors Deferred Compensation Plan, as amended through October 30, 2013 10-Q 001-35805 10.1 11/14/2013 91 Table of Contents 10.7+ Form of Indemnification Agreement for directors and executive officers 10-K 001-35805 10.23 2/22/2022 10.8+ Boise Cascade Company 2013 Incentive Compensation Plan 8-K 001-35805 10.5 2/13/2013 10.9+ 2016 Boise Cascade Omnibus Incentive Plan 10-Q 001-35805 10.1 7/28/2016 10.10+ 2025 Boise Cascade Omnibus Incentive Plan 8-K 001-35805 10.1 5/5/2025 10.11+ Form of Severance Agreement between Boise Cascade Company and executive officers 10-Q 001-35805 10.2 10/31/2022 10.12+ Form of 202 3 Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan 10-Q 001-35805 10.1 5/4/2023 10.13+ Form of 202 3 Performance Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan 10-Q 001-35805 10.2 5/4/2023 10.14+ Form of 2023 Director Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan 10-Q 001-35805 10.3 5/4/2023 10.15+ Form of 2024 Restricted Stock Unit Agreement under the 2016 Boise Cascade Omnibus Incentive Plan 10-Q 001-35805 10.1 5/6/2024 10.16+ Form of 2024 Performance Stock Unit Agreement under the 2016 Boise Cascade Omnibus Incentive Plan 10-Q 001-35805 10.2 5/6/2024 10.17+ Form of 2024 Director Restricted Stock Unit Agreement under the 2016 Boise Cascade Omnibus Incentive Plan 10-Q 001-35805 10.3 5/6/2024 10.18+ Form of 202 5 Restricted Stock Unit Agreement under the 2016 Boise Cascade Omnibus Incentive Plan 10-Q 001-35805 10.1 5/5/2025 10.19+ Form of 202 5 Performance Stock Unit Agreement under the 2016 Boise Cascade Omnibus Incentive Plan 10-Q 001-35805 10.2 5/5/2025 10.20+ Form of 2025 Director Restricted Stock Unit Agreement under the 2016 Boise Cascade Omnibus Incentive Plan 10-Q 001-35805 10.3 5/5/2025 19.1 Insider Trading Policy 10-K 001-35805 19.1 2/20/2025 21.1 List of Subsidiaries of Boise Cascade Company X 92 Table of Contents 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm X 31.1 CEO Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 CFO Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 CEO Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2 CFO Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1+ Executive Compensation Clawback Policy 10-K 001-35805 97.1 2/20/2024 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X + Indicates exhibits that constitute management contracts or compensatory plans or arrangements. 93 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BOISE CASCADE COMPANY /s/ Nathan R. Jorgensen Nathan R. Jorgensen Chief Executive Officer Date: February 24, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 24, 2026, by the following persons on behalf of the registrant and in the capacities indicated. Signature Capacity Principal Executive Officer: /s/ Nathan R. Jorgensen Chief Executive Officer, Director Nathan R. Jorgensen Principal Financial & Accounting Officer: /s/ Kelly E. Hibbs Senior Vice President, Chief Financial Officer and Treasurer Kelly E. Hibbs Directors: /s/ Thomas E. Carlile /s/ Amy E. Humphreys Thomas E. Carlile, Chairman Amy E. Humphreys /s/ Steven C. Cooper /s/ Kristopher J. Matula Steven C. Cooper Kristopher J. Matula /s/ Craig O. Dawson /s/ Duane C. McDougall Craig O. Dawson Duane C. McDougall /s/ Karen E. Gowland /s/ Christopher J. McGowan Karen E. Gowland Christopher J. McGowan /s/ David H. Hannah /s/ Sue Y. Taylor David H. Hannah Sue Y. Taylor 94