What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-03 compared with 2026-05-04 · 105 added, 59 removed, 554 unchanged (23% of the section changed)

3 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2026 2025 2026 2025

(thousands, except per-share data)

8 unchanged sentences

Income from operations 83,976 80,530 111,761 135,049

Foreign currency exchange loss ( 241 ) —

Foreign currency exchange gain (loss) ( 420 ) 1,093 ( 661 ) 1,093

Pension expense (excluding service costs) ( 30 ) ( 32 ) ( 60 ) ( 65 )

17 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2026 2025 2026 2025

Net income $ 57,342 $ 61,985 $ 75,184 $ 102,333

60 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

Cash provided by (used for) operations

6 unchanged sentences

Other ( 50 ) ( 11,116 )

Decrease (increase) in working capital

Decrease (increase) in working capital, net of acquisitions

Receivables ( 190,298 ) ( 133,103 )

4 unchanged sentences

Other ( 6,157 ) ( 628 )

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

Net cash provided by operations 26,341 4,694

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 )

Repurchase of common stock ( 109,984 ) ( 87,746 )

1 unchanged sentence

Tax withholding payments on stock-based awards ( 6,244 ) ( 5,939 )

Payments of deferred financing costs — ( 1,819 )

Other ( 1,436 ) ( 943 )

19 unchanged sentences

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

Net income 57,342 57,342

Other comprehensive income 7 7

Repurchase of common stock ( 574 ) ( 6 ) ( 43,191 ) ( 43,197 )

Stock-based compensation 3,383 3,383

Common stock dividends ($ 0.22 per share)

( 7,803 ) ( 7,803 )

Balance at June 30, 2026 34,929 $ 349 $ 571,816 $ ( 462 ) $ 1,453,962 $ 2,025,665

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 61,985 61,985

Other comprehensive income 6 6

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

Stock-based compensation 3,253 3,253

Common stock dividends ($ 0.21 per share)

( 7,815 ) ( 7,815 )

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

Other ( 321 ) ( 321 )

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

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

42 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.

For our BMD segment, costs related to shipping and handling of $ 76.7 million and $ 68.9 million for the three months ended June 30, 2026 and 2025, respectively, and $ 141.4 million and $ 129.2 million for the six months ended June 30, 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.

4 unchanged sentences

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 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.

Rebates are generally estimated based on the most likely amount to be paid and recorded as a decrease in "Sales." At June 30, 2026 and December 31, 2025, we had $ 79.0 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 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.

At June 30, 2026 and December 31, 2025, we had $ 13.7 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.

38 unchanged sentences

$ 1,142,641 $ 1,157,261

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.

At June 30, 2026 and December 31, 2025, we had $ 3.0 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.

6 unchanged sentences

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

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.

As of June 30, 2026 and December 31, 2025, we held $ 276.2 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 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.

At June 30, 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 $ 392.4 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.

5 unchanged sentences

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

At March 31, 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.

At both June 30, 2026 and December 31, 2025, receivables from two customers accounted for approximately 16 % and 12 % of total receivables.

No other customer accounted for 10% or more of total receivables.

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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.

For the three and six months ended June 30, 2026, we recorded $ 21.2 million and $ 27.8 million, respectively, of income tax expense and had an effective tax rate of 27.0 % in both periods.

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

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

During the six months ended June 30, 2026 and 2025, cash paid for taxes, net of refunds received, was $ 18.5 million and $ 32.1 million, respectively.

Net Income Per Common Share

5 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2026 2025 2026 2025

(thousands, except per-share data)

5 unchanged sentences

Net income per common share - Diluted $ 1.63 $ 1.64 $ 2.11 $ 2.69

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.

The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.2 million shares of common stock in both the three and six months ended June 30, 2026, and 0.1 million shares of common stock in both the three and six months ended June 30, 2025.

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

4 unchanged sentences

Measurement period adjustments (a) ( 145 ) — ( 145 )

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

Balance at June 30, 2026 $ 59,073 $ 126,166 $ 185,239

___________________________________

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

(a) Represents measurement period adjustments 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.

At June 30, 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.

2 unchanged sentences

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

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

For both the three months ended June 30, 2026 and 2025 we recognized $ 5.1 million of amortization expense for intangible assets.

For the six months ended June 30, 2026 and 2025 we recognized $ 10.4 million and $ 10.2 million, respectively, of amortization expense for intangible assets.

Intangible assets consisted of the following:

March 31, 2026

June 30, 2026

Gross Carrying

35 unchanged sentences

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.

At both June 30, 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.

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 %.

Availability at June 30, 2026 was $ 395.1 million.

During the six months ended June 30, 2026, the average interest rate on borrowings outstanding under the Revolver was approximately 4.89 %.

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.

15 unchanged sentences

Cash Paid for Interest

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

For the six months ended June 30, 2026 and 2025, cash payments for interest were $ 11.2 million and $ 8.1 million, respectively.

The components of lease expense were as follows:

Three Months Ended

June 30 Six Months Ended

2026 2025 2026 2025

Operating lease cost $ 3,306 $ 3,605 $ 6,975 $ 7,021

8 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Three Months Ended

Six Months Ended

Cash paid for amounts included in the measurement of lease liabilities

6 unchanged sentences

Other information related to leases was as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Weighted-average remaining lease term (years)

4 unchanged sentences

Finance leases 6.9 % 8.6 %

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

As of June 30, 2026, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

Operating Leases Finance Leases

10 unchanged sentences

Long-term lease obligations $ 43,934 $ 44,297

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

As of June 30, 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

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

During the six months ended June 30, 2026 and 2025, we granted two types of stock-based awards:

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

PSU and RSU Awards

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.

During the six months ended June 30, 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.

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

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

For 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 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.

During the six months ended June 30, 2026 and 2025, we granted an aggregate of 112,187 and 99,025 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions.

For both periods, 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 PSU and RSU awards on the closing market price of our common stock on the grant date.

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:

During the six months ended June 30, 2026 and 2025, the total fair value of PSUs and RSUs vested was $ 17.3 million and $ 15.8 million, respectively.

The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the six months ended June 30, 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 ( 83,967 ) 101.03

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

Forfeited ( 1,551 ) 90.63 ( 4,981 ) 85.96

Outstanding, June 30, 2026 202,040 $ 101.50 175,532 $ 93.99

_______________________________

(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.

(a) Represents total PSUs forfeited during the six months ended June 30, 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.

7 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2026 2025 2026 2025

PSUs $ 1,122 $ 1,194 $ 2,388 $ 3,026

1 unchanged sentence

Total $ 3,383 $ 3,253 $ 6,841 $ 7,010

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.

The related tax benefit for the six months ended June 30, 2026 and 2025, was $ 1.8 million and $ 1.9 million, respectively.

As of June 30, 2026, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ 21.2 million.

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

1 unchanged sentence

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

For more information regarding our dividend declarations and payments made during each of the three months ended March 31, 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 more information regarding our dividend declarations and payments made during each of the six months ended June 30, 2026 and 2025, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.

On July 30, 2026, our board of directors declared a quarterly dividend of $ 0.23 per share on our common stock, payable on September 16, 2026, to stockholders of record on September 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.

6 unchanged sentences

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.

In accordance with the Company’s policy, the excess cost over par value of retired 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.

During the six months ended June 30, 2026, we repurchased and retired 1,404,815 shares at a cost of $ 108.3 million, or an average of $ 77.08 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.

As of June 30, 2026, there was $ 130.4 million of our outstanding common stock that may yet be purchased under the share repurchase program.

During the six months ended June 30, 2025, we repurchased 837,352 shares with cash on hand at a cost of $ 86.0 million, or an average of $ 102.72 per share, exclusive of excise tax.

Transactions With Related Party

4 unchanged sentences

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 $ 2.1 million and $ 1.6 million, respectively, during the three months ended March 31, 2026 and 2025.

Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $ 2.6 million and $ 2.2 million, respectively, during the three months ended June 30, 2026 and 2025, and $ 4.7 million and $ 3.8 million, respectively, during the six months ended June 30, 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 $ 18.0 million and $ 14.8 million, respectively, during the three months ended March 31, 2026 and 2025.

Related-party wood fiber purchases from LTP were $ 21.4 million and $ 17.9 million, respectively, during the three months ended June 30, 2026 and 2025, and $ 39.4 million and $ 32.8 million, respectively, during the six months ended June 30, 2026 and 2025.

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

6 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2026 2025 2026 2025

Building Materials Distribution

13 unchanged sentences

$ 1,831.3 $ 1,740.1 $ 3,329.9 $ 3,276.6

___________________________________

(a) Amounts represent sales to external customers.

1 unchanged sentence

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

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

For the six months ended June 30, 2026 and 2025, approximately 77 % and 74 %, respectively, of Wood Products' EWP sales volumes were to our BMD segment.

An analysis of our operations by segment is as follows:

Three Months Ended

June 30 Six Months Ended

2026 2025 2026 2025

Building Materials Distribution

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

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.

For the six months ended June 30, 2026, unallocated corporate costs includes $ 1.8 million of estimated insurance losses related to a fire at our Florien veneer and 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.

5 unchanged sentences

Three Months Ended

June 30 Six Months Ended

2026 2025 2026 2025

Capital expenditures

4 unchanged sentences

___________________________________

(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.

(a) For the six months ended June 30, 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

2 unchanged sentences

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

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

As of June 30, 2026, there have been no material changes to the above commitments disclosed in the 2025 Form 10-K.

Legal Proceedings and Contingencies

3 unchanged sentences

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.

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.

3 unchanged sentences

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.

The Company 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.

3 unchanged sentences

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 fine was recorded in other current liabilities and other (income) and expense, net, during fourth quarter 2025, and was paid during the second quarter of 2026.

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;

3 unchanged sentences

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

As of June 30, 2026, there have been no material changes to the guarantees disclosed in the 2025 Form 10-K.

Subsequent Events

On July 13, 2026, the Company received a notice of termination, to be effective August 12, 2026, of the commercial distribution relationship between Trex Company, Inc.

(Trex) and the Company.

For the 12-month period ended June 30, 2026, approximately 9 % of the Company's total revenue was derived from the commercial distribution relationship with Trex.

Effective as of July 31, 2026, our wholly-owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C.

(BMD), entered into a Distribution Agreement (the Distribution Agreement) with James Hardie Building Products Inc.

(James Hardie), a wholly-owned subsidiary of James Hardie Industries plc, for an initial 10-year term.

Pursuant to the Distribution Agreement, Boise Cascade will be the sole full-line national distributor of James Hardie's complete portfolio of exterior building products, including TimberTech® decking and railing that will serve as the replacement for displaced Trex products.

The Company is currently evaluating the net impact of the Trex termination notice and the Distribution Agreement on our future results of operations, cash flows, and financial position, including, among other factors, the timing and extent of any transition-related impacts.

As of the date of this filing, the Company is unable to reasonably estimate the impact on our future results of operations, cash flows, and financial position for future periods because the assessment depends upon unknown factors and will evolve as the Distribution Agreement is implemented.

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