What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-18 · 42 added, 34 removed, 120 unchanged (39% of the section changed)

4 unchanged sentences

specialty products and structural products.

Specialty products include items such as engineered wood, siding, millwork, outdoor living products, specialty lumber and panels, and industrial products.

Specialty products include items such as engineered wood products (“EWP”), siding, millwork, outdoor living products, specialty lumber and panels, and industrial products.

Structural products include items such as lumber, plywood, oriented strand board, rebar, and remesh.

We also provide a wide range of value-added services and solutions aimed at relieving distribution and logistics challenges for our customers and suppliers, while enhancing their marketing and inventory management capabilities.

We have a strong market position and a broad geographic coverage footprint servicing all 50 states.

We operate our business from 65 warehouse and storage facilities, allowing us to serve 75 percent of the highest growth metropolitan statistical areas as it relates to forecasted housing starts and repair and remodel spend .

We also have a corporate headquarters facility located near Atlanta in Marietta, GA.

With the strength of a locally focused sales force, we distribute a comprehensive range of products from over 750 suppliers.

Our suppliers include some of the leading manufacturers in the industry, such as Allura, Arauco, Fiberon, Georgia-Pacific, Huber Engineered Woods, Louisiana-Pacific, Oldcastle APG, Ply Gem, Roseburg, Royal and Weyerhaeuser.

We have a strong market position and a broad geographic coverage footprint servicing all 50 U.S.

We operate branches in 57 cities across the U.S., and some have multiple warehouse and storage facilities which enhance our distribution and storage capacity.

This network allows us to serve many of the largest and highest growth metropolitan areas as it relates to forecasted housing starts and repair and remodel spend .

Our corporate headquarters facility located near Atlanta in Marietta, Georgia helps support our customers, suppliers, employees, and corporate functions.

With the strength of a locally focused sales force, we distribute a comprehensive range of products from suppliers that include some of the leading manufacturers in the industry such as Allura, Arauco, Fiberon, Georgia-Pacific, Huber Engineered Woods, Louisiana-Pacific, Oldcastle APG, Ply Gem, Roseburg, and Westlake Royal.

We supply products to a broad base of customers including national home centers, pro dealers, cooperatives, specialty distributors, regional and local dealers and industrial manufacturers.

Many of our customers serve residential and commercial builders, contractors and remodelers in their respective geographic areas and local markets.

During the fourth quarter of fiscal 2025, we acquired Disdero Lumber Co.

LLC (“Disdero”), a value-added distributor focusing on premium specialty building materials, including decking, trim, flooring, paneling, posts, timbers, siding, and stepping.

Disdero’s products are 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 was funded with cash on hand.

Disdero is based near Portland, Oregon and began operations in 1953.

We expect the acquisition of Disdero to strengthen and expand our offerings for premium specialty products, which typically have higher profit margins, and increase our market penetration in the Pacific Northwest.

We plan to operate Disdero under its established brand name for the foreseeable future.

As a value-added partner in a complex and demanding building products supply chain, we play a critical role in enabling our customers to offer a broad range of products and brands, as most of our customers do not have the capability to purchase warehouse products directly from manufacturers for such a large set of SKUs or do not have enough space to store large bulky building materials that we sell.

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The following strategic initiatives represent key areas of our management team’s focus:

Growing our higher-margin specialty product categories.

We continue to pursue a revenue mix weighted towards higher-margin, specialty product categories such as engineered wood, siding, millwork, outdoor living products, specialty lumber and panels, and industrial products.

Grow our higher-margin specialty product categories.

We continue to pursue a revenue mix weighted towards higher-margin, specialty product categories such as engineered wood products, siding, millwork, outdoor living products, specialty lumber and panels, and industrial products.

Additionally, we are expanding our value-added service offerings designed to simplify complex customer sourcing requirements.

Our acquisition of Disdero in the fourth quarter of fiscal 2025 enhanced our revenue mix by adding a significant number of new lines of premium specialty building materials, including decking, trim, flooring, paneling, posts, timbers, siding, and stepping to our product offerings.

Increase share gain in local and national markets.

We continue to pursue multi-family project growth, expand our product lines with key national accounts, expand branded product lines into new geographic markets, and launch new product lines.

With our expanded product categories, and our strategic vendor relationships, we seek to be an extension of our customers’ business in a scalable way.

With our expanded product categories, and our strategic vendor relationships, we seek to be a better extension of our customers’ business in a scalable way.

Foster a performance-driven culture committed to business excellence and profitable growth to be the provider of choice for both suppliers and customers.

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We further seek to maintain a disciplined capital structure while at the same time investing in our business to modernize our distribution facilities, as well as our tractor and trailer fleet, and to improve operational performance.

During the 2024 fiscal year, we allocated $85.1 million of capital towards the following transactions, both of which were funded with the Company’s cash and cash equivalents:

During the 2025 fiscal year, we allocated $159.9 million of capital towards the following transactions, all of which were funded with the Company’s cash and cash equivalents:

• We invested $26.9 million in capital for our business to improve operational performance and productivity.

• We repurchased 428,630 shares of our common stock for $45.0 million under our share repurchase programs at an average price of $104.90 per share, including broker commissions but excluding federal excise tax.

This is in addition to property and equipment added under finance leases totaling $44.6 million.

• We repurchased 503,556 shares of our common stock for $37.8 million under our share repurchase program at an average price of $74.97 per share, including broker commissions but excluding federal excise tax.

• We acquired Disdero for $95.2 million, net of cash acquired.

We distribute products in two principal categories:

specialty products and structural products.

Specialty products, which represented approximately 69 percent, 70 percent, and 65 percent of our fiscal 2024, fiscal 2023, and fiscal 2022 net sales, respectively, include primarily engineered wood, siding, millwork, outdoor living products, specialty lumber and panels, and industrial products.

In some cases, these products are branded by us.

Specialty products, which represented approximately 69 percent, 69 percent, and 70 percent of our fiscal 2025, fiscal 2024, and fiscal 2023 net sales, respectively, include primarily engineered wood products, siding, millwork, outdoor living products, specialty lumber and panels, and industrial products.

In some cases, these products are marketed under our own propriety brands.

Structural products, which represented approximately 31 percent, 31 percent, and 30 percent of our fiscal 2025, fiscal 2024, and fiscal 2023 net sales, respectively, include lumber, plywood, oriented strand board, rebar, and remesh and other wood products primarily used for structural support in construction projects.

8 unchanged sentences

• milling and fabrication services;

• take-off services that provide material counts (e.g., linear feet, square footage) to enable accurate procurement;

• EWP design services;

• backhaul services, when otherwise empty trucks are returning from customer deliveries.

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We sell products through three main distribution channels, consisting of warehouse sales, reload sales, and direct sales.

Warehouse sales generate the majority of our sales, are delivered from our warehouses to our customers.

Reload sales are similar to warehouse sales but are shipped from non-warehouse locations, most of which are operated by third parties, where

we store owned products to enhance operating efficiencies.

Warehouse sales generate the majority of our sales, and are delivered from our warehouses to our customers.

Reload sales are similar to warehouse sales but are shipped from non-warehouse locations, most of which are operated by third parties, where we store owned products to enhance operating efficiencies.

This channel is employed primarily to service strategic customers that would be less economical to service from our warehouses, and to distribute large volumes of imported products from port facilities.

Together, warehouse and reload sales accounted for approximately 80 percent, 83 percent, and 82 percent of our fiscal 2024, fiscal 2023 and fiscal 2022 Net sales, respectively.

Together, warehouse and reload sales, net of discounts, accounted for approximately 81 percent, 80 percent, and 83 percent of our fiscal 2025, fiscal 2024 and fiscal 2023 Net sales, respectively.

Direct sales are shipped from the manufacturer to the customer without our taking physical possession of the inventory and, as a result, typically generate lower margins than our warehouse and reload distribution channels.

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BlueLinx has a high-performance culture where associates are expected to live every day by our core values of collaboration, respect, integrity, grit, and being customer centric .

As of December 28, 2024, we employed approximately 2,000 associates and less than one percent of our associates is employed on a part-time basis.

As of January 3, 2026, we employed approximately 2,160 associates and less than one percent of our associates are employed on a part-time basis.

Approximately 21% of our associates are represented by various local labor unions with terms and conditions of employment governed by Collective Bargaining Agreements (“CBAs”).

Six CBAs covering approximately six percent of our associates are up for renewal in fiscal year 2025, of which one is currently in the renegotiation process.

We expect to renegotiate the remainder before their renewal dates.

Five CBAs covering approximately four percent of our associates are up for renewal in fiscal year 2026, of which one is currently in the renegotiation process.

We expect to renegotiate the remainder before their expiration dates.

We are committed to ensuring that our associates feel like they matter to BlueLinx, and we manage the business in a manner that fosters this commitment.

We strongly believe that our corporate culture depends on our associates’ engagement and understanding of their contribution to the fulfillment of our purpose and the achievement of our strategic imperatives, vision, and mission.

Annually, we conduct a comprehensive employee survey that addresses our progress on these matters.

In the most recent annual employee survey, nearly 75% of our associates elected to participate, and this population represented a wide cross section of our associates.

Our CEO, along with other executives, conducts periodic leadership town halls where associates are invited to engage with senior leadership.

Additionally, our leaders engage directly with associates through facility visits.

We also use our compensation review process, our compensation framework, and third-party compensation data in an effort to compensate associates in the same job, level and location fairly regardless of gender, race and ethnicity.

If we identify discrepancies between actual compensation and our policies, we take action to make pay adjustments to close identified gaps.

We use our compensation review process, our compensation framework, and third-party compensation data in an effort to compensate associates in the same job, level and location fairly.

In addition, we support several employee resource groups that facilitate social, development, and community interaction in our workforce.

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For example, material handlers and Department of Transportation (“DOT”) registered drivers follow a monthly individualized training curriculum, including knowledge testing, for injury and accident prevention.

In addition, depending on the nature and requirements of their role, new hires and contract employees undergo safety training along with specific hands-on training during their initial onboarding.

In addition, depending on the nature and requirements of their role, new hires and contract employees undergo safety training along with specific hands-on training

during their initial onboarding.

We also administer post injury/accident corrective action supplemental training as needed and dictated by our root cause investigations.

Accidents and injuries are investigated with corrective actions implemented locally and communicated to key operations personnel across the enterprise to help prevent future occurrences.

In order to enhance the safety of our material handling fleet, during fiscal 2024 and 2023 we made significant investments in refreshing our forklifts across our network.

In order to enhance the safety of our material handling fleet, in recent years we have made significant investments in refreshing our forklifts across our network.

These enhancements allow more efficient operations and include enhanced safety features such as clean electric technology, automated collision detection systems, blue spotlights and multi-facing cameras.

1 unchanged sentence

Our newest tractors and trailers are both equipped with disc-type brakes to improve stopping distance and driver control.

We plan to continue to make significant investments in upgrading our over-the-road and material handling fleet into fiscal 2025 and beyond.

We plan to continue to make investments as needed in upgrading our over-the-road and material handling fleet into fiscal 2026 and beyond.

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors common in the building products distribution industry, such as weather conditions and other seasonal factors.

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Sustainability

In addition to participating in the Forestry Stewardship Council, an organization promoting environmentally appropriate, socially beneficial, and economically viable management of the world’s forests, we invested in electric forklifts during fiscal 2024 and 2023 in certain locations and expect to purchase more in fiscal 2025.

We continue to make progress on utilizing more fuel-efficient tractors in our fleet.

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We also continue to proactively replace our diesel underground storage tanks based on their age to reduce the chance of fuel releases to the environment.

Certain of these environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), may require the investigation and cleanup of an entity’s or its predecessor’s current or former properties, even if

the associated contamination was caused by the operations of a third party.

These laws also may require the investigation and cleanup of third-party sites at which an entity or its predecessor sent hazardous waste for disposal, notwithstanding that the original disposal activity accorded with applicable requirements.

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Climate change presents potential risks and uncertainties for us.

Weather-related events, such as hurricanes, tornadoes or extreme temperature changes, can impact our operations and result in lost production, supply chain disruptions and increased material costs.

Weather-related events, such as hurricanes, tornadoes, fires or extreme temperature changes, can impact our operations and result in lost production, supply chain disruptions and increased material costs.

Some of our distribution centers are located in areas at greater risk of tornadoes, hurricanes, and floods.

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These include our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements.

Additionally, our code of conduct, the board committee charter for each of our audit committee, human capital and compensation committee, and nominating and corporate governance committee, and our corporate governance guidelines are available on our website.

If we amend our code of conduct, or grant any waiver, including any implicit waiver, for any board member, our chief executive officer, our chief financial officer, our interim principal financial officer, or any other executive officer, we will disclose such amendment or waiver on our website.

Additionally, our Code of Conduct, the board committee charter for each of our Audit Committee, Human Capital and Compensation Committee, and Nominating and Governance Committee, and our Corporate Governance Guidelines are available on our website.

If we amend our Code of Conduct, or grant any waiver, including any implicit waiver, for any board member, our Chief Executive Officer, our Chief Financial Officer, or any other executive officer, we will disclose such amendment or waiver on our website.

We make information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.

In addition, copies of this information will be made available, free of charge, on written request, by writing to BlueLinx Holdings Inc., Attn:

In addition, copies of this information will be made available, free of charge, on written request, by writing to BlueLinx Holdings Inc., Attention:

Corporate Secretary, 1950 Spectrum Circle, Suite 300, Marietta, Georgia, 30067.

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

What changed 10-K

Item 1. Business