BlueLinx Holdings Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS BLUELINX HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) 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 Cost of products sold 640,683 621,619 1,899,198 1,866,101 Gross profit 108,187 125,669 339,005 375,794 Operating expenses (income): Selling, general, and administrative 89,281 92,210 278,639 272,913 Depreciation and amortization 9,742 9,530 29,086 29,083 Amortization of deferred gains on real estate ( 984 ) ( 984 ) ( 2,951 ) ( 2,952 ) Other operating, net 182 888 ( 1,494 ) 1,210 Total operating expenses 98,221 101,644 303,280 300,254 Operating income 9,966 24,025 35,725 75,540 Non-operating expenses: 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 (Benefit) provision for income taxes ( 292 ) 5,616 3,315 15,878 Net income $ 1,655 $ 16,016 $ 8,770 $ 47,844 Basic earnings per share $ 0.20 $ 1.88 $ 1.09 $ 5.54 Diluted earnings per share $ 0.20 $ 1.87 $ 1.08 $ 5.53 See accompanying Notes. 1 Table of Contents BLUELINX HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) As of September 27, 2025 December 28, 2024 ASSETS Current assets: Cash and cash equivalents $ 429,360 $ 505,622 Receivables, less allowances of $ 5,111 and $ 4,344 , respectively 268,652 225,837 Inventories, net 345,879 355,909 Other current assets 55,033 46,620 Total current assets 1,098,924 1,133,988 Property and equipment, at cost 487,858 443,628 Accumulated depreciation ( 200,826 ) ( 194,072 ) Property and equipment, net 287,032 249,556 Operating lease right-of-use assets 49,062 47,221 Goodwill 55,372 55,372 Intangible assets, net 24,021 26,881 Deferred income tax asset, net 48,385 50,578 Other non-current assets 19,168 14,121 Total assets $ 1,581,964 $ 1,577,717 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 168,551 $ 170,202 Accrued compensation 10,421 16,706 Finance lease liabilities - current 19,725 12,541 Operating lease liabilities - current 8,806 8,478 Real estate deferred gains - current 3,935 3,935 Other current liabilities 27,624 21,862 Total current liabilities 239,062 233,724 Long-term debt 296,443 295,061 Finance lease liabilities, less current portion 302,079 280,002 Operating lease liabilities, less current portion 41,834 40,114 Real estate deferred gains, less current portion 60,346 63,296 Other non-current liabilities 19,182 19,079 Total liabilities 958,946 931,276 Commitments and Contingencies STOCKHOLDERS’ EQUITY: Preferred Stock, $ 0.01 par value, 30,000,000 shares authorized, none outstanding — — Common Stock, $ 0.01 par value, 20,000,000 shares authorized, 7,863,445 and 8,294,798 outstanding, respectively 79 83 Additional paid-in capital 91,914 124,103 Retained earnings 531,025 522,255 Total stockholders’ equity 623,018 646,441 Total liabilities and stockholders’ equity $ 1,581,964 $ 1,577,717 See accompanying Notes. 2 Table of Contents BLUELINX HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited) Common Stock Additional Paid-In Capital Retained Earnings Stockholders’ Equity Total Shares Amount Balance, December 28, 2024 8,295 $ 83 $ 124,103 $ 522,255 $ 646,441 Net income — — — 2,805 2,805 Vesting of restricted stock units 18 (a) (a) — — Compensation related to share-based grants — — 2,522 — 2,522 Repurchase of shares to satisfy employee tax withholdings ( 7 ) (a) ( 507 ) — ( 507 ) Common stock repurchases and retirements ( 186 ) ( 2 ) ( 15,145 ) — ( 15,147 ) Balance, March 29, 2025 8,120 81 110,973 525,060 636,114 Net income — — — 4,310 4,310 Vesting of restricted stock units 62 1 ( 1 ) — — Compensation related to share-based grants — — 2,341 — 2,341 Repurchase of shares to satisfy employee tax withholdings ( 18 ) (a) ( 1,245 ) — ( 1,245 ) Common stock repurchases and retirements ( 283 ) ( 3 ) ( 20,205 ) — ( 20,208 ) 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 3 Table of Contents Common Stock Additional Paid-In Capital Retained Earnings Stockholders’ Equity Total Shares Amount Balance, December 30, 2023 8,650 $ 87 $ 165,060 $ 469,139 $ 634,286 Net income — — — 17,492 17,492 Vesting of restricted stock units 19 (a) (a) — — Compensation related to share-based grants — — 2,350 — 2,350 Repurchase of shares to satisfy employee tax withholdings ( 7 ) (a) ( 907 ) — ( 907 ) Balance, March 30, 2024 8,662 87 166,503 486,631 653,221 Net income — — — 14,336 14,336 Vesting of restricted stock units 57 1 ( 1 ) — — Compensation related to share-based grants — — 1,405 — 1,405 Repurchase of shares to satisfy employee tax withholdings ( 16 ) (a) ( 1,545 ) — ( 1,545 ) Common stock repurchases and retirements ( 152 ) ( 2 ) ( 15,083 ) — ( 15,085 ) 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 See accompanying Notes. 4 Table of Contents BLUELINX HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Fiscal Months Ended September 27, 2025 September 28, 2024 Cash flows from operating activities: Net income $ 8,770 $ 47,844 Adjustments to reconcile net income to net cash (used in) provided by operations: Depreciation and amortization 29,086 29,083 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 ) — Provision for deferred income taxes 2,193 1,950 Amortization of deferred gains from real estate ( 2,951 ) ( 2,952 ) Share-based compensation 8,315 6,941 Changes in operating assets and liabilities: Accounts receivable ( 42,815 ) ( 47,413 ) Inventories 10,030 3,097 Accounts payable ( 2,850 ) 27,932 Other current assets ( 5,585 ) ( 9,892 ) Other assets and liabilities ( 4,935 ) 11,080 Net cash (used in) provided by operating activities ( 2,050 ) 66,434 Cash flows from investing activities: Disbursements for property and equipment ( 21,486 ) ( 19,830 ) Proceeds from asset sales and insurance recoveries 2,625 839 Net cash used in investing activities ( 18,861 ) ( 18,991 ) Cash flows from financing activities: Common stock repurchases ( 38,126 ) ( 29,982 ) Debt financing costs ( 2,612 ) — Repurchase of shares to satisfy employee tax withholdings ( 2,445 ) ( 3,257 ) Principal payments on finance lease liabilities ( 12,168 ) ( 9,666 ) Net cash used in financing activities ( 55,351 ) ( 42,905 ) Net change in cash and cash equivalents ( 76,262 ) 4,538 Cash and cash equivalents at beginning of period 505,622 521,743 Cash and cash equivalents at end of period $ 429,360 $ 526,281 Supplemental cash flow information: Interest paid during the period $ 30,527 $ 29,147 Net income tax payments $ 3,948 $ 24,224 Non-cash investing and financing activities: Property and equipment acquired under finance leases $ 41,262 $ 16,710 Property and equipment investments funded through accounts payable, net $ 1,262 $ 216 See accompanying Notes. 5 Table of Contents BLUELINX HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 27, 2025 (Unaudited) 1. Basis of Presentation BlueLinx Holdings Inc., including consolidated subsidiaries (collectively, the “Company”), is a leading wholesale distributor of residential and commercial building products in the United States. The Company is a two-step distributor and purchases products from manufacturers and distributes those products to dealers and other suppliers in local markets, who then sell those products to end users. The Company carries a broad portfolio of both branded and private-label stock keeping units (“SKUs”) across two principal product categories: specialty products and structural products. Specialty products include items such as engineered wood, siding, moulding and millwork, outdoor living, specialty lumber and panels, and industrial products. Structural products include items such as lumber, plywood, oriented strand board, rebar, and remesh. The Company also provides a wide range of value-added services and solutions aimed at relieving distribution and logistics challenges for its customers and suppliers, while enhancing their marketing and inventory management capabilities. The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared using generally accepted accounting principles in the United States (“GAAP”) and the interim reporting guidance of the U.S. Securities and Exchange Commission (“SEC”). The Company is composed of a single reportable segment for financial reporting purposes. The Company’s consolidated balance sheet as of December 28, 2024 contained herein was derived from the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (the “2024 Form 10-K”), as filed with the SEC on February 18, 2025. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the Company’s results of operations, financial position, and cash flows for the reporting periods presented. The Company has condensed or omitted certain notes and other information from the unaudited condensed consolidated financial statements presented in this report. 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 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). The Company operates on a 5-4-4 fiscal calendar and its fiscal year ends on the Saturday closest to December 31st of each year and may comprise 53 weeks in certain years. Fiscal 2025 contains 53 weeks and will end on January 3, 2026. Fiscal 2024 contained 52 weeks and ended on December 28, 2024. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates based on assumptions about current and, for some estimates, future economic and market conditions, which affect reported amounts and related disclosures in the Company’s financial statements. Although current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from management’s expectations, which could materially affect the Company’s results of operations and financial position. Significant Accounting Policies 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 nine fiscal months ended September 27, 2025. Recent Accounting Pronouncements - Not Yet Adopted Income Tax Disclosure Improvement . On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. 6 Table of Contents Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The ASU’s disclosure requirements apply to all entities subject to Accounting Standards Codification (“ASC”) No. 740, Income Taxes (“ASC 740”). The overall objective of these disclosure requirements is for an entity, particularly an entity operating in multiple jurisdictions, to disclose sufficient information to enable users of financial statements to understand the nature and magnitude of factors contributing to the difference between the effective income tax rate and the statutory income tax rate. ASU 2023-09 will be effective for the Company for the fiscal 2025 annual reporting period. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09. Costs and Expenses Disclosures. On November 4, 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which establishes new disaggregation disclosure requirements for certain costs and expenses in the notes to the consolidated financial statements. Under the new guidance, an entity must provide details of the components of its expense captions from continuing operations presented on the face of the statement of operations as well as a qualitative description of the amounts remaining that are not separately disaggregated quantitatively. Relevant disclosure categories include purchases of inventory, employee compensation, depreciation and intangible asset amortization. An entity must also disclose the total amount of selling expenses, and in annual reports, its definition thereof. The disclosure of these costs and expenses will be required in addition to and irrespective of their inclusion in other disclosures. 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. 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. 7 Table of Contents 2. Inventory 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. The Company evaluates the carrying value of its inventory at the end of each fiscal quarter to ensure that inventory, when viewed by category, is carried at the lower-of-cost-or-net-realizable-value (“LCNRV”). This evaluation also considers matters that may impact the net realizable value of inventory such as damaged or obsolete inventory. 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 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” (“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 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. 3. Goodwill and Intangible Assets, net 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. The Company consists of one reporting unit, and any impairment assessment requires the Company to determine if the fair value of the reporting unit’s goodwill is less than its carrying amount. The Company tests goodwill for impairment during the fourth quarter of each fiscal year. In addition, the Company will evaluate the 8 Table of Contents 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. 4. Revenue Recognition The following table presents the Company’s revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues. Three Fiscal Months Ended Nine Fiscal Months Ended Product type September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024 (In thousands) Specialty products $ 525,455 $ 519,000 $ 1,548,301 $ 1,562,300 Structural products 223,415 228,288 689,902 679,595 Total net sales $ 748,870 $ 747,288 $ 2,238,203 $ 2,241,895 The following table presents the Company’s revenues disaggregated by sales channel. Warehouse sales are delivered from the Company’s warehouses. Reload sales are similar to warehouse sales but are shipped from non-warehouse locations, most of which are operated by third parties, where the Company stores owned products to enhance operating efficiencies. The reload channel is employed primarily to service strategic customers that are less economical to service from Company warehouses, and to distribute large volumes of imported products from port facilities. Direct sales are shipped from the manufacturer to the customer and therefore the Company does not take physical possession of the inventory and, as a result, typically generate lower margins than the warehouse and reload distribution channels. The direct distribution channel requires the lowest amount of committed capital and fixed costs. Three Fiscal Months Ended Nine Fiscal Months Ended Sales channel September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024 (In thousands) Warehouse and reload $ 627,704 $ 622,981 $ 1,849,479 $ 1,843,942 Direct 137,640 140,505 435,222 445,606 Customer discounts and rebates ( 16,474 ) ( 16,198 ) ( 46,498 ) ( 47,653 ) Total net sales $ 748,870 $ 747,288 $ 2,238,203 $ 2,241,895 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 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 $ 41.1 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. 9 Table of Contents 5. Debt and Finance Lease Obligations As of September 27, 2025 and December 28, 2024, debt and finance lease obligations consisted of the following: As of September 27, 2025 December 28, 2024 (In thousands) Senior Secured Notes (“2029 Notes”) (1) $ 300,000 $ 300,000 Revolving credit facilities (2) — — Unamortized debt issuance costs ( 1,438 ) ( 2,437 ) Unamortized bond discount costs ( 2,119 ) ( 2,502 ) 296,443 295,061 Finance lease obligations (3) 321,804 292,543 Less: current portion of finance lease obligations 19,725 12,541 Total debt and finance leases, net of current portions $ 598,522 $ 575,063 (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 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 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 Nine Fiscal Months Ended September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024 (In thousands) Interest expense $ 12,540 $ 11,668 $ 37,233 $ 35,958 Less: Interest income 3,937 7,049 13,593 21,914 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 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. 10 Table of Contents Interest income for the reporting periods presented in the above table primarily reflects interest earned on the Company’s cash and cash equivalents. 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. 2029 Notes 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. 11 Table of Contents 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 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. These covenants also limit the Company’s ability to, among other things: incur additional debt; grant liens on assets; make investments; repurchase stock; pay dividends and make distributions; sell or acquire assets, including certain real estate assets, outside the ordinary course of business; engage in transactions with affiliates; and make fundamental business changes. Finance Lease Obligations The Company’s finance lease liabilities consist of leases related to equipment, vehicles, and real estate, with the majority of those finance leases related to real estate. For more information on the Company’s finance lease obligations, refer to Note 7, Leases . 6. Share-Based Compensation 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 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. 12 Table of Contents 7. Leases The Company has operating and finance lease agreements for certain of its distribution facilities, office space, land, mobile fleet, and equipment. Many of these lease agreements are non-cancelable and typically have a defined initial lease term, and some provide options to renew at the Company’s election for specified periods of time. The majority of these lease agreements have remaining lease terms of one to 15 years, some of which include one or more options to extend the lease agreement for typically five years . The Company’s lease agreements generally provide for fixed annual rentals. Certain lease agreements include provisions for escalating rent based on, among other things, contractually defined increases and/or changes in the Consumer Price Index (“CPI”). The known changes to lease payments are included in the lease liability at lease commencement. Unknown changes related to CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. In addition, a subset of vehicle lease cost is considered variable. Some lease agreements require the Company to pay taxes, insurance, and maintenance expenses associated with the leased assets. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company determines if an arrangement is a lease at inception and assesses lease classification as either operating or finance at lease inception or modification. Operating lease right-of use (“ROU”) assets and liabilities are presented separately on the Company’s consolidated balance sheets. Finance lease ROU assets are included in property and equipment and the finance lease obligations are presented separately in the Company’s consolidated balance sheets. When a lease does not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments. The Company has also made the accounting policy election to not separate lease components from non-lease components related to the mobile fleet asset class. The Company’s finance lease liabilities consist of leases related to equipment and vehicles, and real estate. A majority of the Company’s finance leases relate to real estate. 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 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 (“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 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. 13 Table of Contents The following table presents the assets and liabilities related to the Company’s leases as of September 27, 2025 and December 28, 2024: As of Lease Assets and Liabilities September 27, 2025 December 28, 2024 (In thousands) Assets Classification Operating lease right-of-use assets Operating lease right-of-use assets $ 49,062 $ 47,221 Finance lease right-of-use assets (1) Property and equipment, net 164,077 134,319 Total lease right-of-use assets $ 213,139 $ 181,540 Liabilities Current portion: Operating lease liabilities Operating lease liabilities - current $ 8,806 $ 8,478 Finance lease liabilities Finance lease liabilities - current 19,725 12,541 Non-current portion: Operating lease liabilities Operating lease liabilities - noncurrent 41,834 40,114 Finance lease liabilities Finance lease liabilities - noncurrent 302,079 280,002 Total lease liabilities $ 372,444 $ 341,135 (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. 14 Table of Contents The compon ents of lease expense were as follows: 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) Operating lease expense: Operating lease expense before sublease income $ 3,040 $ 2,886 $ 9,180 $ 7,965 Sublease income ( 953 ) ( 900 ) ( 2,809 ) ( 2,648 ) Operating lease expense $ 2,087 $ 1,986 $ 6,371 $ 5,317 Finance lease expense: Amortization of right-of-use assets $ 4,970 $ 4,716 $ 14,396 $ 14,478 Interest on lease liabilities 7,004 6,407 20,857 19,108 Total finance lease expense $ 11,974 $ 11,123 $ 35,253 $ 33,586 Supplemental cash flow information related to leases is as follows: Three Fiscal Months Ended Nine Fiscal Months Ended September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows, operating leases $ 3,024 $ 2,930 $ 9,031 $ 8,132 Operating cash flows, finance leases $ 7,004 $ 6,407 $ 20,857 $ 19,108 Financing cash flows, finance leases $ 4,067 $ 3,255 $ 12,168 $ 9,666 Non-cash supplemental cash flow information related to leases is as follows: 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) Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 438 $ 3,183 $ 4,397 $ 14,515 Finance leases $ 8,375 $ 5,560 $ 41,262 $ 16,710 15 Table of Contents Supplemental balance sheet information related to leases is as follows: As of Balance Sheet Information September 27, 2025 December 28, 2024 ($ in thousands) Finance leases Property and equipment $ 275,891 $ 246,635 Accumulated depreciation ( 111,814 ) ( 112,316 ) Property and equipment, net $ 164,077 $ 134,319 Weighted Average Remaining Lease Term (in years) Operating leases 7.5 8.3 Finance leases 16.1 17.7 Weighted Average Discount Rate Operating leases 8.09 % 8.15 % Finance leases 8.72 % 8.88 % The major categories of the Company’s obligations under finance leases as of September 27, 2025 and December 28, 2024 were as follows: As of September 27, 2025 December 28, 2024 Category: (In thousands) Equipment and vehicles $ 80,264 $ 49,785 Real estate (1) 241,540 242,758 Total finance leases $ 321,804 $ 292,543 (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. Fiscal Year: Operating Leases Finance Leases (In thousands) 2025 (remainder of fiscal year) $ 3,711 $ 11,173 2026 11,173 48,540 2027 10,031 42,951 2028 9,238 43,166 2029 7,803 39,911 Thereafter 27,704 487,736 Total lease payments $ 69,660 $ 673,477 Less: imputed interest ( 19,020 ) ( 351,673 ) Total $ 50,640 $ 321,804 16 Table of Contents 8. Commitments and Contingencies Regulatory Matters Government and regulatory agencies may have the ability to conduct routine audits and periodic examinations of, and administrative proceedings regarding, the Company’s business operations. 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 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. Customs. 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 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. The Company understands that the review by U.S. Customs of the Company’s imports of certain plywood products from Vietnam remains pending; if the government disagrees with the Company and determines the plywood from Vietnam that was identified in the proposed notice of action originated from China, the Company believes it is reasonably possible that it could be responsible for additional duties on the entries identified by U.S. 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 From time to time, the Company may be involved in proceedings involving various environmental and pollution control laws and regulations in the jurisdictions in which it operates. When the Company believes it has material financial exposure to these matters, it estimates and recognizes adequate liabilities and, if applicable, also timely records any expected recoveries from insurance coverages or subrogation in accordance with GAAP. 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 September 27, 2025 or December 28, 2024. Collective Bargaining Agreements 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. 9. Income Taxes Effective Income Tax Rate 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. 17 Table of Contents 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 % . On July 4, 2025, the law formally titled “An Act to Provide for the Reconciliation Pursuant to Title II of H. Con. Res. 14” (commonly referred to as the “One Big Beautiful Bill” or “OBBB”) was signed into law. 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. 10. 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 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 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 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 Weighted-average shares outstanding - Basic 7,887,931 8,496,383 8,026,583 8,622,616 Dilutive effect of share-based awards 58,283 31,927 58,054 24,015 Weighted-average shares outstanding - Diluted 7,946,214 8,528,310 8,084,637 8,646,631 Basic earnings per share $ 0.20 $ 1.88 $ 1.09 $ 5.54 Diluted earnings per share $ 0.20 $ 1.87 $ 1.08 $ 5.53 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. 18 Table of Contents 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 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 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. The 2025 authorization may be used after exhaustion of the 2023 authorization. Under its share repurchase programs, the Company may repurchase its common stock from time to time, without prior notice, subject to prevailing market conditions and other considerations. 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. 11. Fair Value 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. Fair Value Disclosures The fair value of cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities, to the extent the underlying liability will be settled in cash, approximates the carrying values because of the short-term nature of these instruments. Debt 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: As of September 27, 2025 December 28, 2024 Carrying Value (1) Fair Value Carrying Value (1) Fair Value (In thousands) 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 $ 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 facilities during the three and nine fiscal months ended September 27, 2025 or during fiscal year 2024. 12 . Segment Reporting The Company has one reportable segment: building products. The segment sells building products that are grouped into two primary product categories: specialty products and structural products. The Company’s chief operating decision maker (“CODM”), as that term is defined under U.S. GAAP, is its chief executive officer (CEO). The Company derives substantially all of its revenues from the United States and all of the Company’s assets are located in the United States. The measure of segment assets is reported on the Company’s balance sheet as total consolidated assets. 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. 19 Table of Contents 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 Nine Fiscal Months Ended September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024 (In thousands) Net sales $ 748,870 $ 747,288 $ 2,238,203 $ 2,241,895 Expenses: Cost of specialty products sold 438,105 418,521 1,270,891 1,253,422 Cost of structural products sold 202,578 203,098 628,307 612,679 SG&A - delivery and logistics 41,138 39,217 121,919 114,981 SG&A - sales 18,456 16,708 54,732 51,556 SG&A - all other 29,687 36,285 101,988 106,376 Depreciation of property and equipment 8,789 8,576 26,226 26,124 Amortization of definite-lived intangible assets 953 954 2,860 2,959 Amortization of deferred gains on real estate ( 984 ) ( 984 ) ( 2,951 ) ( 2,952 ) Interest expense 12,540 11,668 37,233 35,958 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 (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 Segment net income 1,655 16,016 8,770 47,844 Reconciliation of profit or loss: Adjustments and reconciling items — — — — Consolidated net income $ 1,655 $ 16,016 $ 8,770 $ 47,844 (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. 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 nine fiscal months ended September 27, 2025. 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. 20 Table of Contents 13. 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. 21 Table of Contents