What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-07-29 · 198 added, 127 removed, 422 unchanged (44% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

Three Fiscal Months Ended Six Fiscal Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Fiscal Months Ended Nine Fiscal Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Net sales $ 748,870 $ 747,288 $ 2,238,203 $ 2,241,895

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Interest expense, net 8,603 4,619 23,640 14,044

Settlement of defined benefit pension plan — ( 2,226 ) — ( 2,226 )

Income before provision for income taxes 1,363 21,632 12,085 63,722

Provision for income taxes 2,268 4,710 3,607 10,262

(Benefit) provision for income taxes ( 292 ) 5,616 3,315 15,878

Net income $ 1,655 $ 16,016 $ 8,770 $ 47,844

5 unchanged sentences

(In thousands, except share data)

June 28, 2025 December 28, 2024

September 27, 2025 December 28, 2024

Current assets:

58 unchanged sentences

Balance, June 28, 2025 7,881 79 91,863 529,370 621,312

Net income — — — 1,655 1,655

Vesting of restricted stock units 26 (a) (a) — —

Compensation related to share-based grants — — 3,452 — 3,452

Repurchase of shares to satisfy employee tax withholdings ( 9 ) (a) ( 677 ) — ( 677 )

Common stock repurchases and retirements ( 35 ) (a) ( 2,724 ) — ( 2,724 )

Balance, September 27, 2025 7,863 $ 79 $ 91,914 $ 531,025 $ 623,018

(a) Activity rounds to less than one thousand dollars

14 unchanged sentences

Balance, June 29, 2024 8,551 86 151,279 500,967 652,332

Net income — — — 16,016 16,016

Vesting of restricted stock units 26 (a) (a) — —

Compensation related to share-based grants — — 3,186 — 3,186

Repurchase of shares to satisfy employee tax withholdings ( 8 ) (a) ( 816 ) — ( 816 )

Common stock repurchases and retirements ( 146 ) ( 2 ) ( 15,127 ) — ( 15,129 )

Balance, September 28, 2024 8,423 $ 84 $ 138,522 $ 516,983 $ 655,589

(a) Activity rounds to less than one thousand dollars

3 unchanged sentences

(In thousands)

Six Fiscal Months Ended

June 28, 2025 June 29, 2024

Nine Fiscal Months Ended

September 27, 2025 September 28, 2024

Cash flows from operating activities:

3 unchanged sentences

Amortization of debt discount and issuance costs 1,135 990

Settlement of frozen defined benefit pension plan — ( 2,226 )

Insurance recoveries in excess of carrying values of property & equipment ( 2,443 ) —

15 unchanged sentences

Common stock repurchases ( 38,126 ) ( 29,982 )

Debt financing costs ( 2,612 ) —

Repurchase of shares to satisfy employee tax withholdings ( 2,445 ) ( 3,257 )

10 unchanged sentences

Property and equipment investments funded through accounts payable, net $ 1,262 $ 216

Obligation for shares repurchases not yet settled $ — $ 556

See accompanying Notes.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 28, 2025

September 27, 2025

Basis of Presentation

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Therefore, these condensed financial statements and accompanying notes should be read in conjunction with the Company’s 2024 Form 10-K.

The results for the three and six fiscal months ended June 28, 2025 are not necessarily indicative of results that may be expected for the full fiscal year ending January 3, 2026, or any other interim period.

The results for the three and nine fiscal months ended September 27, 2025 are not necessarily indicative of results that may be expected for the full fiscal year ending January 3, 2026, or any other interim period.

For the fiscal reporting periods included in the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, the Company did not have any items of other comprehensive income (loss), nor did the Company have any accumulated other comprehensive income (loss).

2 unchanged sentences

Fiscal 2024 contained 52 weeks and ended on December 28, 2024.

During the first quarter of fiscal 2025, the Company settled certain of the initial insurance claims related to property damaged or destroyed at its Erwin, Tennessee owned facility in late third quarter 2024 due to Hurricane Helene.

The Company received insurance proceeds that exceeded the carrying values of the damaged or destroyed assets by $ 2.4 million, and this amount is included in Other Operating, net on the Company’s unaudited condensed consolidated statement of operations for the six fiscal months ended June 28, 2025.

Use of Estimates

3 unchanged sentences

The Company has made no material changes to its significant accounting policies described in the notes to its consolidated financial statement included in its 2024 Form 10-K.

The Company did not adopt any new accounting standards during the six fiscal months ended June 28, 2025.

The Company did not adopt any new accounting standards during the nine fiscal months ended September 27, 2025.

Recent Accounting Pronouncements - Not Yet Adopted

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ASU 2024-03 will be effective for the Company for the fiscal 2027 annual reporting period and for interim periods beginning in fiscal 2028.

The guidance may be applied prospectively or retrospectively.

Since this new ASU addresses only disclosures, the Company does not expect its adoption to have any material effects on its financial condition, results of operations or cash flows.

The Company is currently evaluating the new disclosures that will be required upon adoption of ASU 2024-03.

The Company’s inventories consist almost entirely of finished goods inventory, with a very limited amount of work-in-process inventory.

The cost of all inventories is determined by the moving average cost method.

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

On July 30, 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) which amends the guidance in ASC 326 to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606 (Revenue from Contracts with Customers), including assets acquired in transactions accounted for under ASC 805 (Business Combinations).

Like many other entities, the Company uses historical loss information as a primary source in determining any needed credit loss allowances for accounts receivable.

Prior to ASU 2025-05, ASC 326-20 requires an entity that uses historical loss information in estimating expected credit losses to adjust that information to reflect the extent to which management expects current conditions and forecasted conditions to differ from the conditions that existed over the historical loss period.

Such adjustments often require the assessment of macroeconomic data (e.g., unemployment rates, property values, commodity values).

ASU 2025-05 will allow entities to elect a practical expedient (an accounting policy election) to assume the current conditions as of the balance sheet date remain unchanged for the remaining life of the asset in the development of a reasonable and supportable forecast for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

The practical expedient available under ASU 2025-05 can be adopted any time after July 30, 2025 since early adoption is permitted.

The Company is currently evaluating the impact of electing this practical expedient.

Accounting for and Disclosure of Software Costs .

On September 18, 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Accounting for and Disclosure of Software Costs (“ASU 2025-06”) to clarify and modernize the accounting for costs related to internal-use software to better address both linear and non-linear development manners.

The new guidance removes all references to project stages that are currently in ASC 350-40 and will instead use threshold requirements that entities must apply to decide when to start capitalizing software costs.

Specifically, the guidance will require entities to begin capitalizing software costs, including website development costs, when both of the following occur:

1) management authorizes and commits to funding a software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete” recognition threshold).

ASU 2025-06 is effective for the Company beginning in interim and annual reporting periods in fiscal 2028, and early adoption is permitted which the Company is evaluating.

Entities may apply the guidance using a prospective, retrospective, or modified transition approach.

However, under the prospective approach, entities would still be required to apply the new guidance to all new costs incurred for all software projects, including in-process projects, as of the date of adoption.

ASU 2025-06 also specifies that the disclosures under ASC 360-10 (Property, Plant, and Equipment) apply overall to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements.

The Company is currently evaluating the impacts that ASU 2025-06 may have on its financial position and results of operations, and such impacts may depend in part on the status and type of any in-process software projects at the time of adoption.

On the Company’s consolidated balance sheets, Inventories, net consist almost entirely of finished goods inventory, with a very limited amount of work-in-process inventory.

The cost of inventories is determined by the moving average cost method.

The Company includes all material charges directly incurred in bringing inventory to its existing condition and location, including the cost of inbound freight, volume incentives, inventory adjustments, tariffs, duties and other import fees.

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Any LCNRV decline that is expected to be restored within the current fiscal year, prior to the inventory being sold, is not recognized in an interim fiscal period.

As of June 28, 2025 and December 28, 2024, the carrying values of the Company’s inventory reported on its consolidated balance sheets did not reflect any material adjustments for LCNRV matters.

In the second quarter of fiscal 2024, the Company recorded a LCNRV provision of $ 2.4 million as a result of the decrease in the value of certain of the Company’s structural lumber and panels inventory related to the decline in wood-based commodity market prices as of the end of the reporting period.

Substantially all of the amount reported in Cost of products sold on the Company’s consolidated statement of operations is composed of costs incurred to purchase inventory that is subsequently resold to customers, including costs related to import duties and tariffs.

As of September 27, 2025 and December 28, 2024, the carrying values of the Company’s inventory reported on its consolidated balance sheets did not reflect any adjustments for LCNRV matters.

On the Company’s consolidated statements of operations, substantially all of the amount reported in Cost of products sold is composed of costs incurred to purchase inventory that is subsequently resold to customers, including costs related to import duties and tariffs.

Import duties and tariffs are not typically passed through to customers as separately billed charges.

Certain import duties are classified by the U.S.

Department of Commerce (the “Commerce Department”) as “anti-dumping or countervailing duties,” and these duties may be subject to periodic review and adjustments by the Commerce Department through a process known as a trade remedy administrative review, which can result in both retroactive and prospective adjustments to duty rates.

At the time of importation, the Company tenders anti-dumping duty and countervailing duty cash deposits (as use of that term has been defined by the Commerce Department) to the U.S.

Department of Commerce (the “Commerce Department”) as “anti-dumping or countervailing” (“AD/CV”) duties and these duties may be subject to periodic review and adjustments by the Commerce Department through a process known as a trade remedy administrative review, which can result in both retroactive and prospective adjustments to duty rates.

At the time of importation, the Company tenders AD/CV duty cash deposits (as use of that term has been defined by the Commerce Department) to the U.S.

Customs and Border Protection (“U.S.

Customs”) and accounts for duties and tariffs based on the then-current rates in effect, and records any retroactive adjustments

in the period in which U.S.

Customs determines final duty rates at the time entries subject to anti-dumping and countervailing duties liquidate (as use of that term has been defined by the Commerce Department), typically through the resolution of a trade remedy administrative review proceeding.

Retroactive refunds received by the Company for adjustments to certain anti-dumping duties related to imported wood moulding and millwork products were $ 2.4 million and $ 16.9 million in the six fiscal months ended June 28, 2025 and June 29, 2024, respectively, with all occurring during the first fiscal quarters of both years.

Additionally, the Company received interest related to these refunds of $ 0.5 million and $ 2.0 million in the six fiscal months ended June 28, 2025 and June 29, 2024, respectively, with all occurring during the first fiscal quarter of both years.

The anti-dumping duty cash deposits were originally paid and accounted for by the Company in prior reporting periods at the then-current rates.

Impacted inventories have since been sold.

These adjustment amounts are reflected in Cost of products sold and Interest expense, net on the Company’s unaudited condensed consolidated statements of operations for the respective reporting periods.

Customs”) and accounts for duties based on the then-current rates in effect, and records any retroactive adjustments as a change in estimate in the period in which U.S.

Customs adjusts duty rates at the time entries subject to AD/CV duties liquidate (as use of that term has been defined by the Commerce Department), typically through the resolution of a trade remedy administrative review proceeding.

Any such retroactive adjustments for AD/CV duties either increase or decrease the Company’s Cost of products sold in the reporting period that the duty rates are adjusted since substantially all impacted inventories have typically been subsequently sold.

Retroactive adjustments to certain AD/CV duty rates resulted in additional Costs of products sold of $ 2.2 million for the Company during the three fiscal months ended September 27, 2025.

During the nine fiscal months ended September 27, 2025, retroactive adjustments and refunds for certain AD/CV duty rates resulted in a net credit of $ 0.2 million to the Company’s Cost of products sold.

During the three and nine fiscal months ended September 28, 2024, retroactive adjustments and refunds for certain AD/CV duty rates resulted in credits of $ 3.8 million and $ 20.7 million, respectively, to the Company’s Cost of products sold.

Additionally, the Company received interest income related to certain AD/CV refunds of $ 0.5 million during the nine fiscal months ended September 27, 2025.

During the three and nine fiscal months ended September 28, 2024, the Company received interest income related to certain AD/CV refunds of $ 0.7 million and $ 2.7 million, respectively.

This interest income is reflected in Interest expense, net on the Company’s consolidated statements of operations for the respective fiscal reporting periods.

See Note 8, Commitments and Contingencies , for disclosure concerning another matter related to import duties.

Goodwill and Intangible Assets, net

During the six fiscal months ended June 28, 2025, the only change to the carrying values of the Company’s Goodwill and Intangible assets, net, was the scheduled amortization of intangible assets, all of which have definite lives.

Amortization expense for intangible assets was $ 1.0 million and $ 1.0 million for the three fiscal months ended June 28, 2025 and June 29, 2024, respectively, and $ 1.9 million and $ 2.0 million for the six fiscal months ended June 28, 2025 and June 29, 2024, respectively.

During the nine fiscal months ended September 27, 2025, the only change to the carrying values of the Company’s Goodwill and Intangible assets, net, was the scheduled amortization of intangible assets, all of which have definite lives.

Amortization expense for intangible assets was $ 1.0 million and $ 1.0 million for the three fiscal months ended September 27, 2025 and September 28, 2024, respectively, and $ 2.9 million and $ 3.0 million for the nine fiscal months ended September 27, 2025 and September 28, 2024, respectively.

Goodwill is not subject to amortization but must be tested for impairment at least annually, or more frequently if circumstances indicate an impairment may have occurred.

1 unchanged sentence

The Company tests goodwill for impairment during the fourth quarter of each fiscal year.

In addition, the Company will evaluate the carrying value for impairment between annual impairment tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.

There were no goodwill impairment charges recorded in the three and six fiscal months ended June 28, 2025 or June 29, 2024, and there were no accumulated goodwill impairment balances as of June 28, 2025 or December 28, 2024.

In addition, the Company will evaluate the

carrying value for impairment between annual impairment tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired.

There were no goodwill impairment charges recorded in the three and nine fiscal months ended September 27, 2025 or September 28, 2024, and there were no accumulated goodwill impairment balances as of September 27, 2025 or December 28, 2024.

Non-cash provisions for the impairment of goodwill and/or other intangible assets could arise in future reporting periods due to sustained and significant changes in circumstances, such as declines in profitability and cash flow due to long-term deterioration in macroeconomic and industry conditions, the loss of key customers, a sustained decrease in the Company’s share price, or other unanticipated events.

2 unchanged sentences

Sales and usage-based taxes are excluded from revenues.

Three Fiscal Months Ended Six Fiscal Months Ended

Product type June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Fiscal Months Ended Nine Fiscal Months Ended

Product type September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

(In thousands)

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The direct distribution channel requires the lowest amount of committed capital and fixed costs.

Three Fiscal Months Ended Six Fiscal Months Ended

Sales channel June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Fiscal Months Ended Nine Fiscal Months Ended

Sales channel September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

(In thousands)

4 unchanged sentences

The Company generally expenses sales commissions when incurred because the amortization period would typically be one year or less.

These expenses are recorded within SG&A expense.

These expenses are recorded within SG&A expense on the Company’s consolidated statements of operations.

The Company has made an accounting policy election to treat outbound shipping and handling activities as an SG&A expense.

Shipping and handling expenses include amounts related to the administration of the Company’s logistical infrastructure, handling of material in its warehouses, and amounts pertaining to the delivery of products to customers, such as fuel and maintenance expenses for mobile fleet, wages for drivers, and third-party freight charges.

These expenses were $ 41.3 million and $ 37.6 million for the three fiscal months ended June 28, 2025 and June 29, 2024, respectively, and $ 80.8 million and $ 75.8 million for the six fiscal months ended June 28, 2025 and June 29, 2024, respectively.

These expenses were $ 41.1 million and $ 39.2 million for the three fiscal months ended September 27, 2025 and September 28, 2024, respectively, and $ 121.9 million and $ 115.0 million for the nine fiscal months ended September 27, 2025 and September 28, 2024, respectively.

Performance obligations in contracts with customers generally consist solely of the delivery of goods.

Debt and Finance Lease Obligations

As of June 28, 2025 and December 28, 2024, debt and finance lease obligations consisted of the following:

June 28, 2025 December 28, 2024

As of September 27, 2025 and December 28, 2024, debt and finance lease obligations consisted of the following:

September 27, 2025 December 28, 2024

(In thousands)

1 unchanged sentence

$ 300,000 $ 300,000

Revolving Credit Facility (2)

Revolving credit facilities (2)

Unamortized debt issuance costs ( 1,438 ) ( 2,437 )

5 unchanged sentences

Total debt and finance leases, net of current portions $ 598,522 $ 575,063

(1) As of June 28, 2025 and December 28, 2024, long-term debt was comprised of $ 300 million of Senior Secured Notes (“2029 Notes”) issued in October 2021 and maturing November 15, 2029.

These notes are presented under the Long-term debt caption of the Company’s unaudited condensed consolidated balance sheets in the net amounts of $ 295.7 million and $ 295.1 million as of June 28, 2025 and December 28, 2024, respectively.

This balance sheet presentation is net of unamortized discount of $ 2.2 million and $ 2.5 million, respectively, and unamortized debt issuance costs of $ 2.0 million and $ 2.4 million, respectively, as of June 28, 2025 and December 28, 2024.

(1) As of September 27, 2025 and December 28, 2024, long-term debt was comprised of $ 300 million of Senior Secured Notes (“2029 Notes”) issued in October 2021 and maturing November 15, 2029.

These notes are presented under the Long-term debt caption of the Company’s unaudited condensed consolidated balance sheets in the net amounts of $ 296.4 million and $ 295.1 million as of September 27, 2025 and December 28, 2024, respectively.

This balance sheet presentation is net of unamortized discount of $ 2.1 million and $ 2.5 million, respectively, and unamortized debt issuance costs of $ 1.4 million and $ 2.4 million, respectively, as of September 27, 2025 and December 28, 2024.

The Senior Secured Notes are presented in this table at their face value.

(2) Available borrowing capacity under the Revolving Credit Facility was $ 343.5 million and $ 346.2 million as of June 28, 2025 and December 28, 2024, respectively.

(2) Available borrowing capacity under revolving credit facility was $ 347.3 million and $ 346.2 million as of September 27, 2025 and December 28, 2024, respectively.

The available borrowing capacity reflects undrawn letters of credit.

(3) Refer to Note 7, Leases , for interest rates associated with finance lease obligations.

Amounts on this line include $ 125.1 million and $ 125.1 million as of June 28, 2025 and December 28, 2024, respectively, for sale-leasebacks of real estate in fiscal 2019 and fiscal 2020 that did not qualify for sale treatment for accounting purposes.

Amounts on this line include $ 125.1 million and $ 125.1 million as of September 27, 2025 and December 28, 2024, respectively, for sale-leasebacks of real estate in fiscal 2019 and fiscal 2020 that did not qualify for sale treatment for accounting purposes.

Under these sale-leaseback arrangements, the Company is not entitled to legal ownership of the assets at any time, including at expiration of the arrangements, nor is the Company entitled to purchase the assets at a bargain purchase price.

Interest expense, net on the Company’s unaudited condensed consolidated statements of operations consisted of the following components:

Three Fiscal Months Ended Six Fiscal Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Fiscal Months Ended Nine Fiscal Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

(In thousands)

2 unchanged sentences

Interest expense, net $ 8,603 $ 4,619 $ 23,640 $ 14,044

Interest expense for the reporting periods presented in the above table primarily reflects interest expense for the 2029 Notes, interest expense on finance lease obligations, certain ongoing fees for the Revolving Credit Facility that are classified as interest expense, amortization of debt issuance costs for the 2029 Notes and Revolving Credit Facility, and amortization of original-issue bond discount on the 2029 Notes.

Total amortization of debt issuance costs and bond discount costs was $ 0.3 million and $ 0.3 million for the three fiscal months ended June 28, 2025 and June 29, 2024, respectively, and $ 0.7 million and $ 0.7 million for the six fiscal months ended June 28, 2025 and June 29, 2024, respectively.

Interest expense for the three fiscal months ended June 28, 2025 and June 29, 2024 also included expense of $ 0.5 million and a credit of $ 0.4 million, respectively, and interest expense for the six fiscal months ended June 28, 2025 and June 29, 2024 also included $ 0.5 million and $ 1.2 million, respectively, for estimated interest expense related to import duties that the Company believes it may owe (see Note 8, Commitments and Contingencies) .

Interest expense for the reporting periods presented in the above table primarily reflects interest expense for the 2029 Notes, interest expense on finance lease obligations, certain ongoing fees for the revolving credit facilities that are classified as interest expense, amortization of debt issuance costs for the 2029 Notes and revolving credit facilities, and amortization of original-issue bond discount on the 2029 Notes.

Total amortization of debt issuance costs plus bond discount costs was $ 0.5 million and $ 0.3 million for the three fiscal months ended September 27, 2025 and September 28, 2024, respectively, and $ 1.1 million and $ 1.0 million for the nine fiscal months ended September 27, 2025 and September 28, 2024, respectively.

Interest expense for the nine fiscal months ended September 27, 2025 and September 28, 2024 also included $ 0.6 million and $ 1.2 million, respectively, of estimated interest expense related to import duties that the Company believes it may owe (see Note 8, Commitments and Contingencies) .

These amounts for the three fiscal months ended September 27, 2025 and September 28, 2024 were not material.

Interest income for the reporting periods presented in the above table primarily reflects interest earned on the Company’s cash and cash equivalents.

The refunds received from U.S.

Customs for certain anti-dumping import duties (see Note 2, Inventory ) resulted in additional interest income of $ 0.5 million and $ 2.0 million in the six fiscal months ended June 28, 2025 and June 29, 2024, respectively, all occurring during the first fiscal quarter of both years.

Interest expense, excluding amortization of debt issuance costs and bond discount, for the 2029 Notes totaled $ 4.5 million and $ 4.5 million for the three fiscal months ended June 28, 2025 and June 29, 2024, respectively, and $ 9.0 million and $ 9.0 million for the six fiscal months ended June 28, 2025 and June 29, 2024, respectively.

The 2029 Notes pay interest at a fixed annual rate of 6.0 % through maturity.

Revolving Credit Facility

As of June 28, 2025 and December 28, 2024, the Company had no outstanding borrowings under the Revolving Credit Facility.

Available borrowing capacity, reduced for undrawn letters of credit, under the Revolving Credit Facility was $ 343.5 million and $ 346.2 million as of June 28, 2025 and December 28, 2024, respectively.

Excess availability, which includes availability under the Revolving Credit Facility plus cash and cash equivalents in qualified deposit accounts, was $ 730.3 million and $ 851.8 million as of June 28, 2025 and December 28, 2024, respectively.

The Revolving Credit Facility is scheduled to terminate on August 2, 2026, and the Company intends to renew it before that date.

Refunds received from U.S.

Customs for certain retroactive AD/CV import duty adjustments (see Note 2, Inventory ) resulted in additional interest income of $ 0.5 million for the nine fiscal months ended September 27, 2025, and $ 0.7 million and $ 2.7 million for the three and nine fiscal months ended September 28, 2024, respectively.

Interest expense, excluding fees and amortization of debt issuance costs and bond discount, for the 2029 Notes is accrued by the Company in the amount of $ 4.5 million for each quarterly fiscal period.

Interest is paid semi-annually.

The 2029 Notes pay the holders interest at a fixed annual rate of 6.0 % through maturity.

See Note 11, Fair Value , for additional information about the 2029 Notes.

Revolving Credit Facility and Prior Revolving Credit Facility

On August 27, 2025, the Company entered into an asset-backed credit agreement, among the Company, certain of the Company’s subsidiaries, as borrowers (together with the Company, the “Borrowers”) or guarantors thereunder, Bank of America, National Association, in its capacity as administrative agent and swing line lender (“BofA”), and certain other financial institutions party thereto (the “Revolving Credit Agreement”).

The Revolving Credit Agreement matures August 27, 2030 and initially provides for a senior secured revolving loan and letter of credit facility of up to $ 350 million (the “Revolving Credit Facility”).

The Revolving Credit Facility also includes a $ 35 million swing line subfacility and letters of credit in an aggregate amount of up to $ 30 million are available under the Revolving Credit Facility.

Subject to certain conditions and consents, the Borrowers have the option to increase the facility by an aggregate additional principal amount of up to $ 300 million.

If the Borrowers obtain the full amount of the additional increases in commitments, the Revolving Credit Facility could allow total borrowings of up to $ 650 million.

The Company capitalized new debt issuance costs of $ 2.6 million in connection with execution of the Revolving Credit Agreement on August 27, 2025.

On the Company’s consolidated balance sheet, the unamortized balance of these debt issuance costs is included within Other non-current assets.

In connection with the execution of the Revolving Credit Agreement, the Company and certain of the Company’s subsidiaries also entered into a Guaranty and Security Agreement with BofA (the “Revolving Guaranty and Security Agreement”).

Pursuant to the Revolving Guaranty and Security Agreement, the Borrowers’ obligations under the Revolving Credit Agreement are secured by a security interest in substantially all of the Company’s and its subsidiaries’ assets (other than real property), including inventories, accounts receivable, and proceeds from those items.

A collateral agent is used by the Borrowers.

Any borrowings under the Revolving Credit Agreement are subject to availability under the Borrowing Base (as such term is defined in the Revolving Credit Agreement).

The Borrowers will be required to repay revolving loans thereunder to the extent that such revolving loans exceed the Borrowing Base then in effect.

The Revolving Credit Facility may be prepaid in whole or in part from time to time without penalty or premium, but including all breakage costs incurred by any lender thereunder.

If borrowings are outstanding under the Revolving Credit Agreement, interest accrues at a rate per annum equal to (i) the then-current Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 1.25 % to 1.75 %, with the amount of such margin determined based upon the average of the Borrowers’ excess availability (as defined) for the immediately preceding fiscal quarter as calculated by the administrative agent, for loans based on SOFR, or (ii) the administrative agent’s base rate plus a margin ranging from 0.25 % to 0 .75 %, with the amount of such margin determined based upon the average of the Borrowers’ excess availability (as defined) for the immediately preceding fiscal quarter as calculated by the administrative agent, for loans based on the base rate.

In the event excess availability falls below the greater of (i) $ 30 million and (ii) 10 % of the lesser of (a) the borrowing base and (b) the aggregate revolver commitments of all lenders at such time, the Revolving Credit Agreement requires maintenance of a fixed charge coverage ratio of 1.0 to 1.0 until such time as the Borrowers’ excess availability has been at least the greater of (i) $ 30 million and (ii) 10 % of the lesser of (a) the borrowing base and (b) the maximum permitted credit at such time for a period of 30 consecutive days.

The Revolving Credit Agreement replaced the Borrowers’ existing $ 350 million secured revolving credit facility, dated April 13, 2018, as amended, by and among the Company, certain of the Company’s subsidiaries, as borrowers or guarantors thereunder, Wells Fargo Bank, National Association, in its capacity as administrative agent, and certain other financial institutions party thereto (the “Prior Revolving Credit Facility”).

No borrowings were outstanding on the Prior Revolving Credit Facility and the balance of its unamortized debt issuance costs was not material.

As of September 27, 2025 and December 28, 2024, the Company had no outstanding borrowings under either of the aforementioned revolving credit facilities.

Available borrowing capacity, reduced for undrawn letters of credit, under the Revolving Credit Facility and the Prior Revolving Credit Facility was $ 347.3 million and $ 346.2 million as of September 27, 2025 and December 28, 2024, respectively.

Excess availability, which includes availability under the revolving credit facilities plus cash and cash equivalents in qualified deposit accounts, was $ 776.6 million and $ 851.8 million as of September 27, 2025 and December 28, 2024, respectively.

See Note 13, Subsequent Event , to the unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Debt Covenants

The Revolving Credit Facility and the 2029 Notes contain various covenants and restrictions, including customary financial covenants.

The Company was in compliance with all such covenants as of June 28, 2025 and December 28, 2024.

The Company was in compliance with all such covenants as of September 27, 2025 and December 28, 2024.

The Company’s right to make draws on the Revolving Credit Facility may be conditioned upon, among other things, compliance with these covenants.

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Share-Based Compensation

The Company incurred stock-based compensation expense of $ 2.3 million and $ 1.4 million in the three fiscal months ended June 28, 2025 and June 29, 2024, respectively, and $ 4.9 million and $ 3.8 million in the six fiscal months ended June 28, 2025 and June 29, 2024, respectively.

During the three and six fiscal months ended June 28, 2025, the Company issued new grants for 247,261 and 293,923 restricted stock units (“RSUs”), respectively, with grant-date intrinsic values of $ 16.7 million and $ 21.0 million, respectively.

The Company incurred stock-based compensation expense of $ 3.5 million and $ 3.2 million in the three fiscal months ended September 27, 2025 and September 28, 2024, respectively, and $ 8.3 million and $ 6.9 million in the nine fiscal months ended September 27, 2025 and September 28, 2024, respectively.

During the three and nine fiscal months ended September 27, 2025, the Company issued new grants for 2,784 and 296,707 restricted stock units (“RSUs”), respectively, with a weighted-average grant-date fair value of $ 74.43 and $ 75.88 per grant.

These new RSU grants are scheduled to vest in one year , in three years , or over three years, depending on the terms of each grant, with vesting dependent on service requirements for all awards and market-based conditions for certain awards.

Each RSU grant will potentially result in the future issuance of one share of the Company’s common stock if the vesting conditions are satisfied;

however, RSUs with market-based vesting conditions could vest at rates between 50 % and 200 %.

Under the 2021 BlueLinx Holdings, Inc.

2021 Long-Term Incentive Plan as of June 28, 2025, a net of 273,941 shares of the Company’s common stock remain available for future issuances of equity-based compensation awards.

Each RSU grant issued during the nine fiscal months ended September 27, 2025 will potentially result in the future issuance of one share of the Company’s common stock if the vesting conditions are satisfied;

however, RSUs issued with market-based vesting conditions could vest at rates between 50 % and 200 %.

During the three fiscal months ended September 27, 2025, the three-year performance measurement period concluded for performance-based grants that were issued in fiscal 2022.

At the end of the performance measurement period, 40,055 grants (each representing one underlying share of the Company’s common stock) were outstanding.

For these 40,055 grants, 5,780 vested and 34,275 were forfeited based on final achievement results for the performance criteria contained in the grants.

Under the authorization of the 2021 BlueLinx Holdings, Inc.

2021 Long-Term Incentive Plan, 328,991 shares of the Company’s common stock remain authorized and available for future issuances of equity-based compensation awards as of September 27, 2025.

The Company has operating and finance lease agreements for certain of its distribution facilities, office space, land, mobile fleet, and equipment.

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During fiscal 2017 and fiscal 2018, the Company entered into real estate financing transactions on certain of its warehouse facilities.

These transactions were completed pursuant to sale-leaseback arrangements, and upon their completion, the Company entered into long-term leases on the properties having renewal options.

These transactions were completed pursuant to sale-leaseback arrangements, and upon their completion, the Company leased the properties under long-term leases with renewal options.

The Company accounted for these transactions in accordance with the ASC 840, Leases , which was the lease accounting standard in effect for the Company at the inception of these arrangements.

The Company recorded these transactions as finance lease liabilities on its consolidated balance sheet.

The Company recorded these transactions as finance lease liabilities (“capital lease” liabilities under legacy ASC 840) on its consolidated balance sheet.

Gains on these sale-leaseback transactions were deferred and are being recognized in the Company’s earnings in each subsequent reporting period.

As of June 28, 2025 and December 28, 2024, the remaining unrecognized deferred gains related to these transactions were $ 65.3 million and $ 67.2 million, respectively, and these deferred gains are being recognized in earnings on a straight-line basis.

The Company recognized $ 1.0 million and $ 1.0 million of the deferred gains in the three fiscal months ended June 28, 2025 and June 29, 2024, respectively, and $ 2.0 million and $ 2.0 million in the six fiscal months ended June 28, 2025 and June 29, 2024, respectively.

The following table presents the assets and liabilities related to the Company’s leases as of June 28, 2025 and December 28, 2024:

Lease Assets and Liabilities June 28, 2025 December 28, 2024

As of September 27, 2025 and December 28, 2024, the remaining unrecognized deferred gains related to these transactions were $ 64.3 million and $ 67.2 million, respectively, and these deferred gains are being recognized in earnings on a straight-line basis.

The Company recognized $ 1.0 million and $ 1.0 million of the deferred gains in the three fiscal months ended September 27, 2025 and September 28, 2024, respectively, and $ 3.0 million and $ 3.0 million in the nine fiscal months ended September 27, 2025 and September 28, 2024, respectively.

The following table presents the assets and liabilities related to the Company’s leases as of September 27, 2025 and December 28, 2024:

Lease Assets and Liabilities September 27, 2025 December 28, 2024

(In thousands)

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Total lease liabilities $ 372,444 $ 341,135

(1 ) Finance lease right-of-use assets are presented net of accumulated amortization of $ 107.9 million and $ 112.3 million as of June 28, 2025 and December 28, 2024, respectively.

(1 ) Finance lease right-of-use assets are presented net of accumulated amortization of $ 111.8 million and $ 112.3 million as of September 27, 2025 and December 28, 2024, respectively.

The compon ents of lease expense were as follows:

Three Fiscal Months Ended Six Fiscal Months Ended

Components of lease expense June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Fiscal Months Ended Nine Fiscal Months Ended

Components of lease expense September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

(In thousands)

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Supplemental cash flow information related to leases is as follows:

Three Fiscal Months Ended Six Fiscal Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Fiscal Months Ended Nine Fiscal Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

(In thousands)

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Non-cash supplemental cash flow information related to leases is as follows:

Three Fiscal Months Ended Six Fiscal Months Ended

Non-cash information June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Fiscal Months Ended Nine Fiscal Months Ended

Non-cash information September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

(In thousands)

3 unchanged sentences

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Information June 28, 2025 December 28, 2024

Balance Sheet Information September 27, 2025 December 28, 2024

($ in thousands)

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Finance leases 8.72 % 8.88 %

The major categories of the Company’s obligations under finance leases as of June 28, 2025 and December 28, 2024 were as follows:

June 28, 2025 December 28, 2024

The major categories of the Company’s obligations under finance leases as of September 27, 2025 and December 28, 2024 were as follows:

September 27, 2025 December 28, 2024

(In thousands)

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Total finance leases $ 321,804 $ 292,543

(1) Amounts include $ 125.1 million and $ 125.1 million as of June 28, 2025 and December 28, 2024, respectively, for sale-leasebacks of real estate in fiscal 2019 and fiscal 2020 that did not qualify for sale treatment for accounting purposes.

Below is a summary of undiscounted finance and operating lease liabilities that have initial terms in excess of one year as of June 28, 2025.

(1) Amounts include $ 125.1 million and $ 125.1 million as of September 27, 2025 and December 28, 2024, respectively, for sale-leasebacks of real estate in fiscal 2019 and fiscal 2020 that did not qualify for sale treatment for accounting purposes.

Below is a summary of undiscounted finance and operating lease liabilities that have initial terms in excess of one year as of September 27, 2025.

The table also includes a reconciliation of the future undiscounted cash flows to the present value of the finance and operating lease liabilities included in the unaudited condensed consolidated balance sheet, including options to extend lease terms that are reasonably certain of being exercised.

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As previously disclosed, U.S.

Customs gathered initial information from the Company under routine audit procedures, and the information indicated that the Company potentially underpaid duties in prior periods arising from certain classification discrepancies for products imported into the United States as separately entered shipments.

Customs gathered initial information from the Company under routine audit procedures, and the information indicated that the Company potentially underpaid import duties in prior periods arising from certain classification discrepancies for products imported into the United States as separately entered shipments.

In working with U.S.

Customs, the Company has exercised reasonable care to address this matter in an equitable and expeditious manner through the filing of a prior disclosure submission with U.S.

As of June 28, 2025 and December 28, 2024, the Company estimated that it will be required to pay approximately $ 8.0 million, excluding any interest.

This amount is reflected in Other current liabilities on the Company’s unaudited condensed consolidated balance sheet as of June 28, 2025 and December 28, 2024.

On the Company’s unaudited condensed consolidated statements of operations, a $ 10.4 million estimate, excluding interest, was accrued for this matter during the first fiscal quarter of 2024.

Due to a change in estimate, this amount was reduced by $ 2.7 million in the second fiscal quarter of 2024, for a net expense of $ 7.7 million in the six fiscal months ended June 29, 2024.

Additional adjustments to the estimated liability were made in fiscal 2024 subsequent to June 29, 2024 to adjust the estimated liability to the $ 8.0 million as of June 28, 2025 and December 28, 2024.

These estimated expense accruals and related adjustments were recorded within Cost of products sold.

As of September 27, 2025 and December 28, 2024, the Company estimated that it will be required to pay approximately $ 8.0 million, excluding any interest.

This amount is reflected in Other current liabilities on the Company’s unaudited condensed consolidated balance sheet as of September 27, 2025 and December 28, 2024.

On the Company’s unaudited condensed consolidated statements of operations, $ 0.3 million and $ 8.0 million, excluding interest, was accrued for this matter during the three and nine fiscal months ended September 28, 2024, respectively.

These estimated expense accruals were recorded within Cost of products sold.

See Note 2, Inventory , for disclosure concerning another matter related to import duties.

In addition, as previously disclosed, U.S.

Customs issued proposed notices of action to the Company, asking for confirmation that certain plywood products the Company imported into the United States originated from Vietnam and Indonesia, respectively, as opposed to China.

The Company has provided responses to U.S.

Customs and believes that the information it has provided supports the declared origins of the plywood.

On July 21, 2025, the Company received a notice from U.S.

Customs concluding that the plywood imports under review from Indonesia were found not to originate from China, thereby concluding that matter without any action being taken by U.S.

The Company understands that the review by U.S.

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Customs that could range from zero to $ 4 million.

The Company has not accrued any liability related to this matter due to its contingent status.

Environmental Matters

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Such liabilities, when recorded, may or may not be discounted, as required or permitted by GAAP.

Based on presently available information, the Company had no material obligations for environmental matters as of June 28, 2025 or December 28, 2024.

Based on presently available information, the Company had no material obligations for environmental matters as of September 27, 2025 or December 28, 2024.

Collective Bargaining Agreements

As of June 28, 2025, approximately 19.8 % of the Company’s employees were represented by various local labor unions with terms and conditions of employment governed by collective bargaining agreements (“CBAs”).

Four CBAs covering

approximately 5.4 % of the Company’s employees are up for renewal during the remainder of fiscal 2025, of which two are set to be voted on by August 2025, one is currently being negotiated, and one is expected to be renegotiated before its renewal date.

As of September 27, 2025, approximately 19.8 % of the Company’s employees were represented by various local labor unions with terms and conditions of employment governed by collective bargaining agreements (“CBAs”).

One CBA covering approximately 1.9 % of the Company’s employees is up for renewal during the remainder of fiscal 2025.

Effective Income Tax Rate

The Company’s effective income tax rates for the three fiscal months ended June 28, 2025 and June 29, 2024 were 34.5 % and 24.7 %, respectively.

For the six fiscal months ended June 28, 2025 and June 29, 2024, the Company’s effective income tax rates were 33.6 % and 24.4 %, respectively.

The Company’s effective income tax rates for the three and six fiscal months ended June 28, 2025 were both impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation for the quarterly periods, as well as adjustments to deferred income tax assets related to stock-based compensation which increased the effective income tax rate.

The Company’s effective income tax rates for the three and six fiscal months ended June 29, 2024 were both impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, partially offset by a benefit from the vesting of restricted stock units in the fiscal periods.

The income tax rate for the six fiscal months ended June 29, 2024 benefited from a partial release of a state income tax valuation allowance for deferred income tax assets, which impacted only the first quarter of 2024.

The Company’s effective income tax rates for the three fiscal months ended September 27, 2025 and September 28, 2024 were ( 21.4 )% and 26.0 %, respectively.

For the nine fiscal months ended September 27, 2025 and September 28, 2024, the Company’s effective income tax rates were 27.4 % and 24.9 %, respectively.

The Company’s effective income tax rates for the three and nine fiscal months ended September 27, 2025 were increased by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, and the anticipated return-to-provision adjustments for the 2024 federal income tax return.

However, for the three fiscal months ended September 27, 2025, these items were offset by a benefit from settlements of stock-based compensation grants, resulting in a net income tax benefit for the fiscal period.

This benefit in the third quarter of fiscal 2025 related to stock-based compensation was offset by adjustments to the deferred tax asset position for other vested stock compensation in earlier quarters in fiscal 2025.

The Company’s effective income tax rates for the three and nine fiscal months ended September 28, 2024 were impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, partially offset by a partial release of a valuation allowance for deferred income tax assets, and the vesting of restricted stock units.

For fiscal 2025, the Company currently estimates that its annual effective income tax rate will be approximately 29 % .

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14” (commonly referred to as the “One Big Beautiful Bill” or “OBBB”) was signed into law.

The Company is evaluating the potential impacts that the OBBB may have on the Company’s income tax expense and deferred income tax assets and liabilities, including new provisions for bonus depreciation on certain types of assets.

However, at this time, the Company does not believe the OBBB will have a material impact on its annual effective income tax rate for fiscal 2025.

At this time, the Company does not believe the provisions of the OBBB will have a material effect on its effective income tax rates for fiscal 2025 or future years.

However, the bonus depreciation provisions of the OBBB are estimated to reduce the Company’s cash payments for income taxes by approximately $ 3.4 million for fiscal 2025, based on actual and forecasted additions of qualifying assets in fiscal 2025.

For additional information about the Company’s income taxes, see Note 7, Income Taxes , to the consolidated financial statements included in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

Earnings Per Share and Stockholders' Equity

The Company calculates basic earnings per share by dividing net income for the period by the weighted average number of common shares outstanding for the period.

The Company calculates basic earnings per share by dividing net income for the period by the weighted average number of shares of common stock outstanding for the period.

For rounding purposes when calculating earnings per share, the Company’s policy is to round down to the whole cent.

Diluted earnings per share are calculated using the treasury stock method whereby net income for the period is divided by the weighted average number of common shares outstanding for the period plus the dilutive effect, if any, of shares of stock associated with unvested share-based grants.

Diluted earnings per share are calculated using the treasury stock method whereby net income for the period is divided by the weighted average number of shares of common stock outstanding for the period plus the dilutive effect, if any, of shares of stock associated with unvested share-based grants.

However, for performance-based share-based grants, the dilutive effect is included only for grants where the performance goals have been achieved.

The reconciliations of basic net income and diluted earnings per common share for the three and six fiscal months ended June 28, 2025 and June 29, 2024 are as follows:

Three Fiscal Months Ended Six Fiscal Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

The reconciliations of basic net income and diluted earnings per common share for the three and nine fiscal months ended September 27, 2025 and September 28, 2024 are as follows:

Three Fiscal Months Ended Nine Fiscal Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

Net income (in thousands) $ 1,655 $ 16,016 $ 8,770 $ 47,844

4 unchanged sentences

Diluted earnings per share $ 0.20 $ 1.87 $ 1.08 $ 5.53

Weighted-average unvested restricted stock units (“RSUs”) totaling 122,983 and 43,471 for the three and six month fiscal periods ended June 28, 2025, respectively, and 23,627 and 2,488 for the three and six month fiscal periods ended June 29, 2024, respectively, were not included in the dilutive effect of share-based awards for the respective periods because their effects were antidilutive.

Additionally, as of June 28, 2025 and June 29, 2024, a total of 119,630 and 145,219 , respectively, of certain unvested performance-based RSUs were outstanding but not included in the computation of diluted earnings per share because their performance metrics had not been achieved and thus they were not tested for dilution under the treasury stock method.

Any outstanding RSU’s dilutive effect could change in future reporting periods.

Weighted-average unvested time-based, performance-based, and market-based restricted stock units (“RSUs”) totaling 136,277 and 59,218 for the three and nine month fiscal periods ended September 27, 2025, respectively, and 6,299 and 1,644 for the three and nine month fiscal periods ended September 28, 2024, respectively, were not included in the dilutive effect of share-based awards for the respective periods because their effects were antidilutive.

Additionally, as of September 27, 2025 and September 28, 2024, a total of 77,703 and 139,654 , respectively, of certain unvested performance-based RSUs were outstanding but were not evaluated for potential dilution because their performance metrics had not been achieved as of the end of the respective reporting periods.

The dilutive effects for these excluded awards could change in future reporting periods.

Repurchases of Common Stock

On October 31, 2023, the Company’s board of directors authorized a share repurchase program for $ 100 million.

During the three and six fiscal months ended June 28, 2025, the Company repurchased 283,081 and 469,129 shares, respectively, of its common stock at a weighted-average average price of $ 70.68 and $ 74.64 , respectively, including broker commissions but excluding federal excise tax on the repurchases, for a total of $ 20.0 million and $ 35.0 million, respectively.

During the three and nine fiscal months ended September 27, 2025, the Company repurchased 34,427 and 503,556 shares, respectively, of its common stock at a weighted-average average price of $ 79.59 and $ 74.97 , respectively, including broker commissions but excluding federal excise tax on the repurchases, for a total of $ 2.7 million and $ 37.7 million, respectively.

These amounts are based on trade date activity, while the amounts reported on the Company’s consolidated statements of cash flows for share repurchases are based on settlement date activity.

As of June 28, 2025, there remained approximately $ 11.5 million repurchase capacity under the authorization approved October 31, 2023.

Between June 28, 2025 and July 25, 2025, the Company did not repurchase any additional shares of its common stock.

As of September 27, 2025, there remained approximately $ 8.7 million repurchase capacity under the authorization approved October 31, 2023.

On July 28, 2025 , the Company’s board of directors authorized a new share repurchase program for $ 50 million.

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Repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.

As of June 28, 2025 and December 28, 2024, the Company had no assets or liabilities for which the carrying value is remeasured to fair value at the end of each reporting period.

As of September 27, 2025 and December 28, 2024, the Company had no assets or liabilities for which the carrying value is remeasured to fair value at the end of each reporting period.

The Company has not elected the fair value reporting option for any of its financial instruments.

2 unchanged sentences

The estimated fair value of the Company’s $ 300 million 2029 Notes was determined based on Level 2 input using observable market prices in less active markets, as presented below:

June 28, 2025 December 28, 2024

September 27, 2025 December 28, 2024

Carrying Value (1)

2 unchanged sentences

2029 Notes $ 296,443 $ 296,844 $ 295,061 $ 293,597

(1) The $ 300 million obligation for the 2029 Notes is presented on the Company’s consolidated balance sheets net of unamortized debt issuance costs and discount totaling $ 4.3 million and $ 4.9 million as of June 28, 2025 and December 28, 2024, respectively .

(1) The $ 300 million obligation for the 2029 Notes is presented on the Company’s consolidated balance sheets net of unamortized debt issuance costs and discount totaling $ 3.6 million and $ 4.9 million as of September 27, 2025 and December 28, 2024, respectively.

Periodic amortization of the issuance costs and discount each reporting period causes the carrying value of the 2029 Notes to gradually increase to the $ 300 million maturity amount scheduled for November 15, 2029.

See Note 5, Debt and Finance Lease Obligations .

There were no borrowings outstanding under the Company’s Revolving Credit Facility during the three and six fiscal months ended June 28, 2025 or during fiscal year 2024.

There were no borrowings outstanding under the Company’s revolving credit facilities during the three and nine fiscal months ended September 27, 2025 or during fiscal year 2024.

Segment Reporting

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building products.

The segment sells building products that are grouped into two primary categories:

The segment sells building products that are grouped into two primary product categories:

specialty products and structural products.

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The segment’s accounting policies are the same as the accounting policies for the Company, as described in Note 1, Summary of Significant Accounting Policies, in Part II, Item 8 of the Company’s most recent Annual Report on Form 10-K.

The CODM’s method under GAAP that is used to assess performance and allocate resources is based on Net income as reported on the Company’s consolidated statement of operations.

The CODM’s method under GAAP used to assess performance and allocate resources is based on Net income as reported on the Company’s consolidated statement of operations.

The CODM uses Net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the building products segment or into other business matters, such as acquisitions or repurchases of portions of the Company’s outstanding common stock.

The following table presents information about Net income and significant expenses that are regularly reviewed by the Company’s CODM:

Three Fiscal Months Ended Six Fiscal Months Ended

June 28, 2025 June 29, 2024 June 28, 2025 June 29, 2024

Three Fiscal Months Ended Nine Fiscal Months Ended

September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024

(In thousands)

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Interest income ( 3,937 ) ( 7,049 ) ( 13,593 ) ( 21,914 )

Settlement of frozen defined benefit pension plan (1) — ( 2,226 ) — ( 2,226 )

Other operating, net (2) 182 888 ( 1,494 ) 1,210

Provision for income taxes 2,268 4,710 3,607 10,262

(Benefit) provision for income taxes ( 292 ) 5,616 3,315 15,878

Total segment expenses 747,215 731,272 2,229,433 2,194,051

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Consolidated net income $ 1,655 $ 16,016 $ 8,770 $ 47,844

During the first quarter of fiscal 2025, the Company settled certain of the initial insurance claims related to property and equipment that was damaged or destroyed at its Erwin, Tennessee owned facility in late third quarter of fiscal 2024 due to Hurricane Helene.

The Company received insurance proceeds that exceeded the carrying values of the damaged or destroyed assets by $ 2.4 million and this amount is included in Other Operating, net on the Company’s unaudited condensed consolidated statement of operations for the six fiscal months ended June 28, 2025.

(1) As previously disclosed, during the third quarter of fiscal 2024 the Company benefited by $ 2.2 million for a settlement adjustment related to the Company’s frozen defined benefit pension plan that was settled in Fiscal 2023.

This adjustment amount is reported as Non-operating expense on the Company’s unaudited condensed statements of operations for the three and nine fiscal months ended September 28, 2024.

(2) As previously disclosed, during the first quarter of fiscal 2025 the Company settled certain of the initial insurance claims related to property and equipment that was damaged or destroyed at its Erwin, Tennessee owned facility in late third quarter of fiscal 2024 due to Hurricane Helene.

For the nine fiscal months ended September 28, 2024, Other operating expenses, net included $ 1.2 million of estimated losses related to Hurricane Helene in third quarter of fiscal 2024, and this amount represented insurance deductibles for damaged or destroyed property and equipment.

Subsequent Event

As previously disclosed, on October 31, 2025 the Company’s wholly-owned subsidiary, BlueLinx Corporation, entered into an equity purchase agreement (the “Purchase Agreement’) to acquire all issued and outstanding membership interests of Disdero Lumber Company, LLC, an Oregon limited liability company (“Disdero”), from privately held Tumac Lumber Company, Inc., a Washington corporation and the sole member of Disdero.

Disdero, founded in 1953 and based in metro Portland, Oregon, is a distributor of premium specialty wood products used primarily in the construction of high-end, custom homes and decks, as well as upscale multi-family residential and commercial projects.

The acquisition of Disdero continues the Company’s expansion into the western U.S.

and is expected to serve as a catalyst for the Company’s growth by using its national distribution network to offer Disdero’s premium specialty products to the Company’s customer base.

The acquisition price of $ 96 million was funded by the Company through its existing cash and cash equivalents and is subject to customary post-closing adjustments.

The Purchase Agreement also contains certain limited indemnification provisions.

The acquisition of Disdero will be accounted for by the Company under the provisions of ASC 805 as a business combination under the acquisition method.

Based on the timing of the acquisition, the initial accounting for it is not yet complete.

The Company is in the process of determining the fair values for accounting purposes of the assets acquired and liabilities assumed, including inventory, accounts receivable, accounts payable, equipment, right-of-use lease assets and obligation, and separately identifiable intangible assets.

The results of operations and cash flows for Disdero will be reflected in the Company’s consolidated financial results beginning November 1, 2025, and the preliminary accounting for the assets acquired and liabilities assumed will be reported in the Company’s consolidated balance sheet as of January 3, 2026.

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