What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-20 · 41 added, 41 removed, 172 unchanged (32% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we performed an evaluation, as of the end of the period covered by this report, of our disclosure controls and procedures, which have been designed to permit us to record, process, summarize, and report, within time periods specified by the SEC’s rules and forms, information required to be disclosed.

Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of December 30, 2023, to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Principal Financial Officer, we performed an evaluation, as of the end of the period covered by this report, of our disclosure controls and procedures, which have been designed to permit us to record, process, summarize, and report, within time periods specified by the SEC’s rules and forms, information required to be disclosed.

Our management, including our Chief Executive Officer and Interim Principal Financial Officer, concluded that the controls and procedures were effective as of December 28, 2024, to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Interim Principal Financial Officer , as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control

38 unchanged sentences

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference to the applicable disclosures under the captions entitled “Proposal 1:

Election of Directors,” “More Information about the Board of Directors,” Communications with the Board of Directors,” “Director Compensation for 2023,” “Audit Committee Report,” “Corporate Governance Guidelines and Code of Ethical Conduct” and “Prohibitions on Hedging and Pledging” in our Proxy Statement for our 2024 Annual Meeting of Stockholders of BlueLinx Holdings Inc.

Election of Directors,” “More Information about the Board of Directors,” “Communications with the Board of Directors,” “Director Compensation for 2024,” “Audit Committee Report,” “Corporate Governance Guidelines and Code of Conduct,” “Prohibitions on Hedging and Pledging” and “Insider Trading Policy” in our Proxy Statement for our 2025 Annual Meeting of Stockholders of BlueLinx Holdings Inc.

to be filed within 120 days after the end of our 2024 fiscal year.

3 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated herein by reference to the applicable disclosure under the captions entitled “Security Ownership of Management and Certain Beneficial Owners” in our Proxy Statement to be filed within 120 days after the end of our 2023 fiscal year.

Equity Compensation Plan Information

The following table provides information about the shares of our common stock that may be issued upon the exercise of options and other awards made under our existing equity compensation plans as of December 30, 2023.

The following table provides information about the shares of our common stock that may be issued upon the vesting of restricted stock units made under our existing equity compensation plan as of December 28, 2024.

Our stockholder-approved equity compensation plan now consists of the BlueLinx Holdings Inc.

3 unchanged sentences

adding the number of shares associated with those grants that have been either subsequently forfeited or cancelled;

and adding the number of shares that were repurchased by the Company at vesting to satisfy employee payroll withholding taxes for grants that were issued against the 750,000 share authorization.

and adding the number of shares that were repurchased by the Company at vesting to satisfy employee payroll withholding taxes for grants, other than any grants of SARs or stock options, that were issued against the 750,000 share authorization.

Additionally, shares available for issuance under the BlueLinx Holdings Inc.

1 unchanged sentence

forfeitures and cancellations of grants that occur after May 20, 2021;

and shares repurchased by the Company to satisfy employee payroll withholding taxes for grants that vest after May 20, 2021.

and shares repurchased by the Company to satisfy employee payroll withholding taxes for grants, other than any grants of SARS or stock options, that vest after May 20, 2021.

As of December 28, 2024, we have no outstanding stock options or warrants.

Plan Category

2 unchanged sentences

Outstanding Options,

Warrants and Rights Weighted-Average

Warrants and Rights (1)

Weighted-Average

Exercise Price of

Options, Warrants

and Rights Number of Securities Remaining

and Rights (2)

Number of Securities Remaining

Available for Future Issuance Under

4 unchanged sentences

Total 345,730 $ — 508,060

(1) Includes 210,283 service-based restricted stock units and 135,447 performance-based restricted stock units, assuming the applicable performance targets are met.

Upon vesting, each restricted stock unit results in the issuance of one share of the Company’s common stock.

The performance-based restricted stock units vest upon the achievement of specified performance goals.

An additional 135,447 shares would be issuable under these performance-based awards if the maximum performance goals are met, for a total of 270,894 shares.

However, based on performance through December 28, 2024, the Company expects that 45,000 of the outstanding performance-based restricted stock units will vest upon completion of the applicable performance periods.

(2) The weighted-average exercise price does not take into account outstanding restricted stock units, which have no exercise price.

(3) We do not have any non-stockholder approved equity compensation plans.

Other information required by this item is set forth under the heading “Security Ownership of Management and Certain Beneficial Owners” in the Proxy Statement referenced above and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

16 unchanged sentences

3.3 Third Amended and Restated ByLaws of BlueLinx (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 21 , 2023)

3.4 Second Amended and Restated ByLaws of BlueLinx (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 4, 2018)

4.1 Description of Registrant’s Securities *

4.1 Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Company ’ s Form 10-K filed with the Securities and Exchange Commission on February 20, 2024)

4.2 Indenture, dated as of October 25, 2021, by and among BlueLinx Holdings Inc., the guarantors party thereto and Truist Bank, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 25, 2021)

6 unchanged sentences

2016 Amended and Restated Long-Term Equity Incentive Plan Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.19 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2017) ±

10.5 Form of 2019 and 2020 Time Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings, Inc.

2016 Amended and Restated Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2019) ±

10.6 Form of 2019 Performance Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings, Inc.

2016 Amended and Restated Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2019) ±

10.5 Environmental Indemnity Agreement, dated as of June 9, 2006, by BlueLinx Holdings Inc.

2 unchanged sentences

Reddy, dated May 3, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 10, 2017) ±

Exhibit Number Item

10.9 Employment Agreement between BlueLinx Corporation and Kelly C.

Janzen, dated March 2, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 6, 2020) ±

10.7 Transition Agreement between BlueLinx Corporation and Tricia A.

Kinney, dated November 6, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 8, 2024) ±

10.8 BlueLinx Holdings Inc, Amended and Restated Short-Term Incentive Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 18, 2017) ±

2 unchanged sentences

10.10 Form of Executive Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 27, 2015) ±

10.13 Revised Form of Executive Restrictive Covenant Agreement ± *

Exhibit Number Item

10.11 Revised Form of Executive Restrictive Covenant Agreement ± (incorporated by reference to Exhibit 10.13 to the Company ’ s Form 10-K filed with th e Securities and Exch ange Commission on February 20, 2024)

10.12 Amended and Restated Credit Agreement, dated April 13, 2018, by and among BlueLinx Holdings Inc., certain subsidiaries of BlueLinx Holdings Inc.

3 unchanged sentences

10.14 Amended and Restated Guaranty and Security Agreement, dated April 13, 2018, by and among BlueLinx Holdings Inc., certain subsidiaries of BlueLinx Holdings Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 16, 2018)

10.17 Employment Agreement by and among BlueLinx Corporation, BlueLinx Holdings Inc.

and Dwight Gibson, dated April 15, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 21, 2021) ±

10.15 BlueLinx Holdings Inc.

2 unchanged sentences

as borrowers or guarantors thereunder, Wells Fargo Bank, National Association, as administrative agent, and certain other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 3, 2021)

10.20 First Amendment to Employment Agreement, by and between BlueLinx Corporation and Dwight Gibson, dated June 24, 2021 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 3, 2021) ±

10.17 Form of 2021 Time-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc.

2 unchanged sentences

2021 Long-Term Equity Incentive Plan Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 3, 2021) ±

10.23 Award Agreement between BlueLinx Holdings Inc., BlueLinx Corporation and Dwight Gibson, dated June 24, 2021 (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on August 3, 2021) ±

10.19 Form of 2022 Time-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc.

6 unchanged sentences

Staudacher (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 3, 2022)

Exhibit Number Item

10.23 Amended Transition Agreement between BlueLinx Corporation and Shyam K.

Reddy, dated December 23, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 23, 2022) ±

10.29 Separation and Release Agreement, dated March 21, 2023, between BlueLinx Corporation and Dwight Gibson (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 21, 2023) ±.

10.24 Employment Agreement, dated March 21, 2023, between the Company, BlueLinx Corporation and Shyam Reddy (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 21, 2023 ±.

10.31 Offer Letter dated February 9, 2022, between BlueLinx Corporation and Kevin Henry (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 2, 2023) ±.

10.25 Third Amendment to the Amended and Restated Credit Agreement, dated June 27, 2023, by and among BlueLinx Holdings Inc., certain subsidiaries of BlueLinx Holdings Inc.

2 unchanged sentences

and Andrew Warner (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023) ±.

10.34 Transition Agreement, dated July 6, 2023, between BlueLinx Holdings Inc.

Janzen (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on October 31, 2023) ±.

10.27 Form of 2023 Time-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc.

2021 Amended and Restated Long-Term Incentive Plan ± *

2021 Amended and Restated Long-Term Incentive Plan ± (incorporated by reference to Exhibit 10.35 to the Company’s Form 10-K filed with the Securities and Exchange Commission on February 20, 2024)

Exhibit Number Item

10.28 Form of 2023 Performance-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc.

2021 Amended and Restated Long-Term Incentive Plan ± *

2021 Amended and Restated Long-Term Incentive Plan ± (incorporated by reference to Exhibit 10.3 6 to the Company’s Form 10-K filed with the Securities and Exchange Commission on February 20, 2024)

10.29 Form of 2023 Director Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc.

2021 Amended and Restated Long-Term Incentive Plan ± *

2021 Amended and Restated Long-Term Incentive Plan ± ( incorporated by reference to Exhibit 10.3 7 to the Company ’ s Form 10-K filed with the Securities and Exchange Commission on February 20, 2024)

10.30 Form of 2024 Time-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc.

2021 Amended and Restated Long-Term Incentive Plan ± (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on July 30, 2024)

10.31 Form of 2024 Performance-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc.

2021 Amended and Restated Long-Term Incentive Plan ± (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on July 30, 2024)

10.32 Form of 2024 Director Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc.

2021 Amended and Restated Long-Term Incentive Plan ± (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on July 30, 2024 )

19.1 Insider Trading Policy *

21.1 List of subsidiaries of the Company *

23.1 Consent of Ernst & Young LLP *

31.1 Certification of Shyam Reddy , Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2 Certification of Andrew Wamser , Chief Financial Officer and Senior Vice President, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1 Certification of Shyam Reddy , Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

32.2 Certification of Andre w Wamser , Chief Financial Officer and Senior Vice President, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

31.1 Certification of Shyam Reddy, Principal Executive Officer , pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2 Certification of Kimberly DeBrock , Interim Principal Financial Officer , pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1 Certification of Shyam Reddy, Principal Executive Officer , pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

32.2 Certification of Kimber l y DeBrock , Interim Principal Financial Officer , pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

97.1 BlueLinx Holdings Inc.

Policy on Recovery of Erroneously Awarded Incentive-Based Compensation, effective as of November 15, 2023 *

Policy on Recovery of Erroneously Awarded Incentive-Based Compensation, effective as of November 15, 2023 (incorporated by reference to Exhibit 97.1 to the Company ’ s F orm 10-K filed with the Securities and Exchange Commissi on on Febr uary 20, 2024)

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *

19 unchanged sentences

Signature Capacity Date

Reddy President, Chief Executive Officer and Director February 20, 2024

/s/ Andrew Wamser Senior Vice President and Chief Financial Officer (Principal Financial Officer) February 20, 2024

Andrew Wamser

/s/ Kimberly DeBrock Vice President and Chief Accounting Officer (Principal Accounting Officer) February 20, 2024

Reddy President, Chief Executive Officer and Director (Principal Executive Officer) February 18, 2025

/s/ Kimberly DeBrock Vice President, Chief Accounting Officer, and Interim Principal Financial Officer (Principal Financial and Accounting Officer) February 18, 2025

Kimberly DeBrock

11 unchanged sentences

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-K

Item 9A. Controls and Procedures