What changed in this filing

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Item 1. Financial Statements

2026-05-04 compared with 2025-11-03 · 123 added, 207 removed, 490 unchanged (40% of the section changed)

3 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

(thousands, except per-share data)

8 unchanged sentences

Income from operations 27,785 54,519

Foreign currency exchange gain (loss) ( 293 ) 300 800 ( 103 )

Foreign currency exchange loss ( 241 ) —

Pension expense (excluding service costs) ( 30 ) ( 33 )

17 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Net income $ 17,842 $ 40,348

7 unchanged sentences

Consolidated Balance Sheets

September 30,

2026 December 31,

19 unchanged sentences

Consolidated Balance Sheets (continued)

September 30,

2026 December 31,

22 unchanged sentences

300,000 shares authorized, 35,503 and 36,190 shares issued, respectively

Treasury stock, — and 6,956 shares at cost, respectively

— ( 341,974 )

Additional paid-in capital 568,433 571,220

6 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

Three Months Ended

Cash provided by (used for) operations

3 unchanged sentences

Stock-based compensation 3,458 3,757

Pension expense 98 111

Deferred income taxes ( 895 ) 741

1 unchanged sentence

Other ( 16 ) ( 788 )

Decrease (increase) in working capital, net of acquisitions

Decrease (increase) in working capital

Receivables ( 139,930 ) ( 129,683 )

4 unchanged sentences

Other ( 2,714 ) 1,034

Net cash provided by operations 123,132 343,752

Net cash used for operations ( 15,982 ) ( 28,476 )

Cash provided by (used for) investment

4 unchanged sentences

Cash provided by (used for) financing

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

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

Treasury stock purchased ( 112,702 ) ( 158,509 )

Repurchase of common stock ( 65,513 ) ( 53,884 )

Dividends paid on common stock ( 10,370 ) ( 10,485 )

Tax withholding payments on stock-based awards ( 6,244 ) ( 5,907 )

Payments of deferred financing costs ( 1,819 ) —

Other ( 966 ) ( 502 )

6 unchanged sentences

Consolidated Statements of Stockholders' Equity

Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total

Shares Amount Shares Amount

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total

Shares Amount

Balance at December 31, 2025 36,190 $ 362 $ 571,220 $ ( 476 ) $ 1,503,772 $ 2,074,878

2 unchanged sentences

Common stock issued 144 1 1

Treasury stock purchased 483 ( 53,884 ) ( 53,884 )

Repurchase of common stock ( 831 ) ( 8 ) ( 66,042 ) ( 66,050 )

Stock-based compensation 3,458 3,458

4 unchanged sentences

Balance at March 31, 2026 35,503 $ 355 $ 568,433 $ ( 469 ) $ 1,447,614 $ 2,015,933

Net income 61,985 61,985

Other comprehensive income 6 6

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

Stock-based compensation 3,253 3,253

Common stock dividends ($ 0.21 per share)

( 7,815 ) ( 7,815 )

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

Other ( 321 ) ( 321 )

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

Net income 21,769 21,769

Other comprehensive income 6 6

Repurchase of common stock ( 292 ) ( 3 ) ( 25,203 ) ( 25,206 )

Treasury stock retirement ( 7,793 ) ( 78 ) ( 7,793 ) 428,732 ( 428,654 ) —

Stock-based compensation 3,058 3,058

Common stock dividends ($ 0.22 per share)

( 8,299 ) ( 8,299 )

Balance at September 30, 2025 37,163 $ 371 — $ — $ 569,169 $ ( 442 ) $ 1,574,287 $ 2,143,385

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

14 unchanged sentences

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

Net income 112,292 112,292

Other comprehensive income 7 7

Common stock issued 3 — —

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

Stock-based compensation 3,818 3,818

Common stock dividends ($ 0.20 per share)

( 7,680 ) ( 7,680 )

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

Other ( 615 ) ( 1 ) ( 616 )

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

Net income 91,038 91,038

Other comprehensive income 7 7

Treasury stock purchased 554 ( 69,651 ) ( 69,651 )

Stock-based compensation 3,745 3,745

Common stock dividends ($ 5.21 per share)

( 203,985 ) ( 203,985 )

Other ( 697 ) ( 697 )

Balance at September 30, 2024 45,130 $ 451 6,675 $ ( 305,227 ) $ 561,223 $ ( 495 ) $ 1,867,481 $ 2,123,433

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

4 unchanged sentences

As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries.

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

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

We operate our business using two reportable segments:

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

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

For more information, see Note 11, Segment Information.

33 unchanged sentences

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

For our BMD segment, costs related to shipping and handling of $ 64.6 million and $ 60.2 million for the three months ended March 31, 2026 and 2025, 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.

For our BMD segment, costs related to shipping and handling of $ 72.3 million and $ 67.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 201.5 million and $ 191.2 million for the nine months ended September 30, 2025 and 2024, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations.

Customer Rebates and Allowances and Cash Discounts

1 unchanged sentence

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

Rebates are generally estimated based on the expected amount to be paid and recorded as a decrease in "Sales." At September 30, 2025 and December 31, 2024, we had $ 88.7 million and $ 91.4 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

Rebates are generally estimated based on the most likely amount to be paid and recorded as a decrease in "Sales." At March 31, 2026 and December 31, 2025, we had $ 53.7 million and $ 83.5 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.

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

2 unchanged sentences

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

At September 30, 2025 and December 31, 2024, we had $ 13.1 million and $ 17.7 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets.

At March 31, 2026 and December 31, 2025, we had $ 11.7 million and $ 17.4 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.

21 unchanged sentences

Inventories included the following (work in process is not material):

September 30,

2026 December 31,

5 unchanged sentences

Property and equipment consisted of the following asset classes:

September 30,

2026 December 31,

8 unchanged sentences

$ 1,155,967 $ 1,157,261

At September 30, 2025 and December 31, 2024, we had $ 6.9 million and $ 10.8 million, respectively, of accrued purchases of property and equipment.

At March 31, 2026 and December 31, 2025, we had $ 3.7 million and $ 13.5 million, respectively, of accrued purchases of property and equipment.

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

4 unchanged sentences

Financial Instruments

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

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

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

As of September 30, 2025 and December 31, 2024, we held $ 500.2 million and $ 679.5 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs.

As of March 31, 2026 and December 31, 2025, we held $ 324.5 million and $ 448.7 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 September 30, 2025 and December 31, 2024, the book value of our fixed-rate debt for each period was $ 400.0 million, and the fair value was estimated to be $ 392.0 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).

At March 31, 2026 and December 31, 2025, the book value of our fixed-rate senior notes for each period was $ 400.0 million, and the fair value was estimated to be $ 392.8 million and $ 395.0 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 senior notes.

We estimated the fair value of our fixed-rate senior notes 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).

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

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

Interest Rate Risk and Interest Rate Swap

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

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

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

Our interest rate swap agreement expired in June 2025.

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

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

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

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

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

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

We do not speculate using derivative instruments.

Concentration of Credit Risk

1 unchanged sentence

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

At September 30, 2025, receivables from two customers accounted for approximately 16 % and 11 % of total receivables.

At March 31, 2026, receivables from two customers accounted for approximately 16 % and 10 % of total receivables.

At December 31, 2025, receivables from these two customers accounted for approximately 16 % and 12 % of total receivables.

1 unchanged sentence

New and Recently Adopted Accounting Standards

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 plan to adopt this standard in fourth quarter 2025 on a retrospective basis.

The adoption of this standard will result in changes to our disclosures, but will not impact our consolidated financial statements.

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

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

Disaggregation of Income Statement Expenses .

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

For the three and nine months ended September 30, 2025, we recorded $ 9.1 million and $ 41.5 million, respectively, of income tax expense and had an effective rate of 29.5 % and 25.1 %, respectively.

For the three and nine months ended September 30, 2024, we recorded $ 29.8 million and $ 101.1 million, respectively, of income tax expense and had an effective rate of 24.7 % and 24.8 %, respectively.

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

In addition, our effective tax rate during the three months ended September 30, 2025 was adversely impacted by the effect of permanent tax differences on decreased pre-tax book income for 2025.

During the nine months ended September 30, 2025 and 2024, cash paid for taxes, net of refunds received, were $ 36.4 million and $ 90.0 million, respectively.

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.

Reclassifications

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

For the three months ended March 31, 2026 and 2025, we recorded $ 6.6 million and $ 13.8 million, respectively, of income tax expense and had an effective tax rate of 27.0 % and 25.5 %, respectively.

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

During the three months ended March 31, 2026 and 2025, cash paid for taxes, net of refunds received, was $ 0.6 million and $ 1.5 million, respectively.

Net Income Per Common Share

5 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

(thousands, except per-share data)

5 unchanged sentences

Net income per common share - Diluted $ 0.50 $ 1.06

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

The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.1 million shares of common stock in the three months ended March 31, 2026 and an insignificant number of shares of common stock in the three months ended March 31, 2025.

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

2 unchanged sentences

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

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

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

Balance at December 31, 2025 $ 59,218 $ 126,166 $ 185,384

Measurement period adjustments (a) 2 — 2

Balance at March 31, 2026 $ 59,220 $ 126,166 $ 185,386

___________________________________

(a) Represents a measurement period adjustment related to the acquisition of Holden Humphrey in fourth quarter 2025.

For additional information on the acquisition, see Note 6, Acquisitions, of the Notes to Consolidated Financial Statements in "Item 8.

Financial Statements and Supplementary Data" in our 2025 Form 10-K.

At March 31, 2026 and December 31, 2025, 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 trade names and trademarks have indefinite lives, are not amortized, and have a carrying amount of $ 8.9 million.

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, which are amortized over their useful life.

For the three months ended September 30, 2025 and 2024 we recognized $ 5.1 million and $ 5.0 million, respectively, of amortization expense for intangible assets.

For the nine months ended September 30, 2025 and 2024 we recognized $ 15.3 million and $ 14.8 million, respectively, of amortization expense for intangible assets.

For the three months ended March 31, 2026 and 2025 we recognized $ 5.3 million and $ 5.1 million, respectively, of amortization expense for intangible assets.

Intangible assets consisted of the following:

September 30, 2025

March 31, 2026

Gross Carrying

12 unchanged sentences

Long-term debt consisted of the following:

September 30,

2026 December 31,

2 unchanged sentences

400,000 400,000

Asset-based revolving credit facility due 2027 — —

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

4 % promissory note due 2031

Deferred financing costs ( 4,335 ) ( 4,595 )

6 unchanged sentences

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.

5 unchanged sentences

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

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

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

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

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

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

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

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

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

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.

At both March 31, 2026 and 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.

Asset-Based Credit Facility

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

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

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

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

Availability at March 31, 2026 was $ 395.1 million.

During the three months ended March 31, 2026, the average interest rate on borrowings outstanding under the Revolver was approximately 4.91 %.

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.

14 unchanged sentences

The indenture governing the 2030 Notes provides for customary events of default and remedies.

Interest Rate Swap

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

Cash Paid for Interest

For the nine months ended September 30, 2025 and 2024, cash payments for interest were $ 17.3 million and $ 20.5 million, respectively.

For the three months ended March 31, 2026 and 2025, cash payments for interest were $ 10.0 million and $ 9.2 million, respectively.

The components of lease expense were as follows:

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Operating lease cost $ 3,669 $ 3,416

8 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Nine Months Ended

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities

6 unchanged sentences

Other information related to leases was as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Weighted-average remaining lease term (years)

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Finance leases 6.9 % 8.6 %

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

As of March 31, 2026, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

Operating Leases Finance Leases

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Long-term lease obligations $ 46,602 $ 44,828

As of September 30, 2025, 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 approximately 16 years.

As of March 31, 2026, undiscounted future lease payments for an additional lease that has not yet commenced are approximately $ 26 million.

This lease is expected to commence in the second half of 2026 with a lease term of approximately 16 years.

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.

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

During the three months ended March 31, 2026 and 2025, we granted two types of stock-based awards:

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

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

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

PSU and RSU Awards

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

During the three months ended March 31, 2026, we granted 91,368 PSUs to our officers and other employees, subject to performance and service conditions.

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

7 unchanged sentences

The number of shares actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade’s 2026 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, as approved by executive management, determined in accordance with the related grant agreement.

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

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

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

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

During the nine months ended September 30, 2025 and 2024, we granted an aggregate of 100,159 and 72,377 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

During the three months ended March 31, 2026 and 2025, we granted an aggregate of 111,613 and 98,327 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

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

1 unchanged sentence

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

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

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

During the three months ended March 31, 2026 and 2025, the total fair value of PSUs and RSUs vested was $ 17.2 million and $ 15.7 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the three months ended March 31, 2026:

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

3 unchanged sentences

Vested ( 124,740 ) 72.13 ( 83,311 ) 101.18

Forfeited ( 15,998 ) 91.50 ( 8,730 ) 105.37

Outstanding, September 30, 2025 242,320 $ 93.44 152,293 $ 105.92

Outstanding, March 31, 2026 203,591 $ 101.42 180,595 $ 93.78

_______________________________

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

(a) Represents total PSUs forfeited during the three months ended March 31, 2026, related to below-target achievement of the 2025 performance condition on awards granted to other employees in 2025.

During the 2025 performance period, other employees earned 63 % of the target based on Boise Cascade's 2025 EBITDA, determined by executive management, in accordance with the related grant agreement.

2 unchanged sentences

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.

2 unchanged sentences

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

PSUs $ 1,266 $ 1,832

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Total $ 3,458 $ 3,757

The related tax benefit for the nine months ended September 30, 2025 and 2024, was $ 2.7 million and $ 3.0 million, respectively.

As of September 30, 2025, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 18.9 million.

The related tax benefit for the three months ended March 31, 2026 and 2025, was $ 0.9 million and $ 1.0 million, respectively.

As of March 31, 2026, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 25.2 million.

This expense is expected to be recognized over a weighted-average period of 2.2 years.

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

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

On October 30, 2025, our board of directors declared a quarterly dividend of $ 0.22 per share on our common stock, payable on December 17, 2025, to stockholders of record on December 1, 2025.

For more information regarding our dividend declarations and payments made during each of the three months ended March 31, 2026 and 2025, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On April 30, 2026, our board of directors declared a quarterly dividend of $ 0.22 per share on our common stock, payable on June 17, 2026, to stockholders of record on June 1, 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 6, Debt.

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Stock Repurchase

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

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

During third quarter 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 nine months ended September 30, 2025, we repurchased and retired 1,128,752 shares at a cost of $ 111.0 million, or an average of $ 98.31 per share, exclusive of excise tax.

During the nine months ended September 30, 2024, we repurchased 1,232,345 shares at a cost of $ 158.5 million, or an average of $ 128.62 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 October 2025, we repurchased and retired 120,000 shares at a cost of approximately $ 9 million, or an average of $ 75.29 per share.

On October 30, 2025, our board of directors authorized the repurchase of up to $ 300.0 million of our outstanding common stock.

This authorization replaced the prior share repurchase authorization that was announced in October 2024.

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.

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 may increase or decrease the amount authorized or terminate the share repurchase program in its discretion at any time.

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

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

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

During the three months ended March 31, 2026, we repurchased and retired 830,751 shares at a cost of $ 65.5 million, or an average of $ 78.86 per share, exclusive of excise tax.

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

As of March 31, 2026, there was $ 173.1 million of our outstanding common stock that may yet be purchased under the share repurchase program.

During the three months ended March 31, 2025, we repurchased 482,700 shares with cash on hand at a cost of $ 53.9 million, or an average of $ 111.63 per share, exclusive of excise tax.

In April 2026, we repurchased and retired 312,894 shares at a cost of approximately $ 25 million, or an average of $ 79.91 per share, exclusive of excise tax.

Subsequent to these share repurchases, there was approximately $ 148 million of our outstanding common stock that may yet be purchased under the share repurchase program.

Transactions With Related Party

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

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 2.7 million and $ 2.6 million, respectively, during the three months ended September 30, 2025 and 2024, and $ 6.5 million and $ 8.3 million, respectively, during the nine months ended September 30, 2025 and 2024.

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 2.1 million and $ 1.6 million, respectively, during the three months ended March 31, 2026 and 2025.

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

Costs and Expenses

Related-party wood fiber purchases from LTP were $ 21.5 million and $ 22.1 million, respectively, during the three months ended September 30, 2025 and 2024, and $ 54.3 million and $ 63.2 million, respectively, during the nine months ended September 30, 2025 and 2024.

Related-party wood fiber purchases from LTP were $ 18.0 million and $ 14.8 million, respectively, during the three months ended March 31, 2026 and 2025.

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

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We operate our business using two reportable segments:

Wood Products and BMD.

BMD and Wood Products.

There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 15, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8.

Financial Statements and Supplementary Data" in our 2025 Form 10-K.

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

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

Three Months Ended

September 30 Nine Months Ended

Building Materials Distribution

General line $ 625.0 $ 599.7

Commodity 492.8 516.9

Engineered wood products 271.1 290.5

1,388.9 1,407.1

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$ 1,498.6 $ 1,536.5

Building Materials Distribution

Commodity 531.5 547.7 1,600.1 1,679.5

General line 727.4 685.7 2,060.9 2,005.2

Engineered wood products 297.3 334.1 917.1 1,043.0

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$ 1,667.8 $ 1,713.7 $ 4,944.4 $ 5,156.8

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(a) Amounts represent sales to external customers.

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

For both the nine months ended September 30, 2025 and 2024, approximately 75 % of Wood Products' EWP sales volumes were to our BMD segment.

For the three months ended March 31, 2026 and 2025, approximately 77 % and 73 %, respectively, of Wood Products' EWP sales volumes were to our BMD segment.

An analysis of our operations by segment is as follows:

Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Wood Products

Building Materials Distribution

Sales $ 1,388,948 $ 1,407,116

Materials, labor, and other operating expenses (excluding depreciation) (a) 1,189,236 1,200,940

Selling and distribution expenses 141,274 133,099

Other segment items (b) 10,213 10,298

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1,356,006 1,358,699

Segment income (loss) from operations $ ( 12,055 ) $ 53,853 $ 19,630 $ 197,871

Building Materials Distribution

Segment income from operations $ 32,942 $ 48,417

Wood Products

Sales $ 398,204 $ 415,845

Materials, labor, and other operating expenses (excluding depreciation) (a) 352,985 362,246

Selling and distribution expenses 154,841 146,994 438,805 419,324

Other segment items (b) 13,262 13,404

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Reconciliation of sales

Wood Products $ 396,401 $ 453,896 $ 1,259,481 $ 1,412,647

Building Materials Distribution $ 1,388,948 $ 1,407,116

Wood Products 398,204 415,845

Intersegment eliminations (c) ( 288,538 ) ( 286,467 )

Total net sales $ 1,498,614 $ 1,536,494

Reconciliation of income (loss)

Wood Products $ ( 12,055 ) $ 53,853 $ 19,630 $ 197,871

Reconciliation of income

Building Materials Distribution $ 32,942 $ 48,417

Wood Products 8,492 17,709

Unallocated corporate costs (d) ( 13,649 ) ( 11,607 )

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

maintenance materials, freight, and other manufacturing costs.

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

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

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

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

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

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

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

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

For both the three and nine months ended September 30, 2025, unallocated corporate costs include a $ 1.9 million settlement gain for property damages at one of our distribution facilities.

For the three months ended March 31, 2026, unallocated corporate costs includes $ 1.8 million of estimated insurance losses related to a fire at our Florien plywood facility.

(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.

September 30,

2026 December 31,

Wood Products $ 1,195,969 $ 1,145,555

Building Materials Distribution $ 1,801,868 $ 1,580,239

Wood Products 1,187,743 1,183,351

Corporate 352,013 478,353

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Three Months Ended

September 30 Nine Months Ended

2025 2024 2025 2024

Capital expenditures

Building Materials Distribution (a) $ 22,911 $ 22,431

Wood Products 16,663 30,689

Building Materials Distribution 26,353 36,901 88,372 73,477

Corporate 250 85

Total capital expenditures $ 39,824 $ 53,205

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(a) 2026 capital expenditures for BMD is reported net of a $ 2.5 million promissory note, which partially funded the purchase of our previously leased distribution facility in Boise, Idaho.

Commitments, Legal Proceedings and Contingencies, and Guarantees

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

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

As of March 31, 2026, there have been no material changes to the above commitments disclosed in the 2025 Form 10-K.

Legal Proceedings and Contingencies

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

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

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

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

There may be actual losses in excess of amounts accrued.

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

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

reasonably estimable.

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

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

the remedies or penalties sought are indeterminate or unspecified;

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

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

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

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

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

On April 27, 2026, the Company and the Department of Justice ("DOJ") entered into a plea agreement under which the Company pled guilty to one felony count under the Lacey Act and agreed, among other things, to pay a fine of approximately $ 6.4 million and serve five years' probation.

The plea agreement was accepted by the U.S.

District Court for the Southern District of Florida and the matter concluded on the same day.

The fine was previously recorded in other current liabilities and other (income) and expense, net, during fourth quarter 2025.

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

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

We provide guarantees, indemnifications, and assurances to others.

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Financial Statements and Supplementary Data" in our 2025 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make.

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

As of March 31, 2026, there have been no material changes to the guarantees disclosed in the 2025 Form 10-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements