What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-18 · 504 added, 451 removed, 844 unchanged (53% of the section changed)

10 unchanged sentences

Goodwill and Other Intangible Assets

S egment Reporting

Segment Reporting

Property and Equipment

10 unchanged sentences

We have audited the accompanying consolidated balance sheets of BlueLinx Holdings Inc.

(the Company) as of December 28, 2024 and December 30, 2023, the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 28, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024 in conformity with U.S.

(the Company) as of January 3, 2026 and December 28, 2024, the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 3, 2026, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 3, 2026 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2026, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 18, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 3, 2026, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

T hese financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

13 unchanged sentences

Description of the Matter

As of December 28, 2024, the Company's goodwill balance was $55.4 million.

As discussed in Note 4 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level on the first day of the fiscal fourth quarter or more frequently if events or change in circumstances indicate that it is more likely than not to be impaired.

At January 3, 2026, the goodwill balance was $67.2 million.

As disclosed in Note 4 to the consolidated financial statements, goodwill is tested for impairment annually at the reporting unit level on the first day of the fiscal fourth quarter or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired.

This requires management to estimate the fair value of the reporting unit based on a combination of the discounted cash flow method and guideline public company method.

Auditing management's annual goodwill impairment test involved especially subjective judgments due to the significant estimation required in determining the fair value of the reporting unit.

In particular, the estimates of the fair value for the reporting unit are sensitive to assumptions, such as the weighted average cost of capital and gross profit, which are affected by expectations about future market or economic conditions.

We identified the assessment of the Company’s quantitative impairment test over goodwill recorded as of the date of the annual quantitative test in 2025 as a critical audit matter.

Auditing management’s estimate of the fair value of the reporting unit was complex and required significant judgment.

In particular, the estimate of the fair value of the reporting unit is sensitive to significant assumptions, such as the weighted average cost of capital and future gross profit, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process.

For example, we tested controls over the estimation of the fair value of the reporting unit, including the Company’s controls over the valuation model, the mathematical accuracy of the valuation model, the development of underlying assumptions used to estimate such fair values of the reporting unit.

For example, we tested controls over the estimation of the fair value of the reporting unit, including the Company’s controls over the review of the valuation model, the mathematical accuracy of the valuation model, and the review of significant assumptions, as described above, used to estimate the fair value of the reporting unit.

We also tested management’s review of the reconciliation of the estimated fair value of the reporting unit to the market capitalization of the Company.

To test the estimated fair value of the Company’s reporting unit we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions and the underlying data used by the Company in its analysis.

We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to these factors would affect the significant assumptions.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

To test the estimated fair value of the Company’s reporting unit, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions, as described above, and the underlying data used by the Company in its analysis.

We compared the significant assumptions, as described above, used by management to current industry and economic trends and evaluated whether changes to these factors would affect the significant assumptions.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of the significant assumptions described above to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.

We involved valuation specialists to assist in our evaluation of the valuation methodology and the significant assumptions, including the weighted average cost of capital used in determining the fair value of the reporting unit.

7 unchanged sentences

Fiscal Year Ended

December 28, 2024 December 30, 2023 December 31, 2022

(In thousands, except per share amounts)

January 3, 2026 December 28, 2024 December 30, 2023

(In thousands, except per share amounts) 53 weeks 52 weeks 52 weeks

Net sales $ 2,954,007 $ 2,952,532 $ 3,136,381

4 unchanged sentences

Depreciation and amortization 39,905 38,488 32,043

Amortization of deferred gains on real estate ( 3,934 ) ( 3,934 ) ( 3,934 )

Gain from sale of properties, net ( 272 ) — ( 144 )

Recognition of deferred gains on real estate ( 3,934 ) ( 3,934 ) ( 3,934 )

Gain from sale of property — ( 272 ) —

Other operating expenses 2,065 1,755 4,640

5 unchanged sentences

Other expense, net — — 2,377

Income before provision for income taxes 70,687 81,886 394,761

Provision for income taxes 17,571 33,350 98,585

Income before provision (benefit) for income taxes 129 70,687 81,886

(Benefit) provision for income taxes ( 90 ) 17,571 33,350

Net income $ 219 $ 53,116 $ 48,536

3 unchanged sentences

Net income $ 219 $ 53,116 $ 48,536

Other comprehensive income (loss):

Actuarial loss on defined benefit plan, net of tax of $ 1,090 and $ 1,016 , respectively

Other comprehensive income:

Actuarial loss on defined benefit plan, net of tax $ 1,090

— — ( 3,119 )

Amortization of unrecognized pension gain, net of tax of $( 325 ) and $( 208 ), respectively

Amortization of unrecognized pension gain, net of tax of $( 325 )

Settlement of frozen defined benefit pension plan, including tax of $ 4,472

Other — — ( 1,263 )

Total other comprehensive income (loss) — 31,412 ( 2,052 )

Total other comprehensive income — — 31,412

Comprehensive income $ 219 $ 53,116 $ 79,948

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

December 28, 2024 December 30, 2023

January 3, 2026 December 28, 2024

(In thousands, except share data)

1 unchanged sentence

Cash and cash equivalents $ 385,843 $ 505,622

Accounts receivable, less allowances of $ 4,344 and $ 3,398 , respectively

225,837 228,410

Accounts receivable, net 218,161 225,837

Inventories, net 325,998 355,909

53 unchanged sentences

Compensation related to share-based grants — — 7,749 — — 7,749

Repurchase of shares to satisfy employee tax withholdings ( 63 ) — ( 5,279 ) — — ( 5,279 )

Repurchase of shares to satisfy employee tax withholdings ( 32 ) (a) ( 3,365 ) — — ( 3,365 )

Common stock repurchases and retirements ( 428 ) ( 5 ) ( 45,340 ) — — ( 45,345 )

3 unchanged sentences

Compensation related to share-based grants — — 11,252 — — 11,252

Repurchase of shares to satisfy employee tax withholdings ( 32 ) — ( 3,365 ) — — ( 3,365 )

Repurchase of shares to satisfy employee tax withholdings ( 35 ) (a) ( 2,519 ) — — ( 2,519 )

Common stock repurchases and retirements ( 504 ) ( 5 ) ( 38,073 ) — — ( 38,078 )

Balance as of end of fiscal 2025 7,866 $ 79 $ 94,762 $ — $ 522,474 $ 617,315

(a) Activity rounds to less than one thousand dollars

There has been no activity for Preferred Stock.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

(In thousands) Fiscal Year Ended January 3, 2026 Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023

53 weeks 52 weeks 52 weeks

Cash flows from operating activities:

4 unchanged sentences

Amortization of debt discount and issuance costs 1,510 1,318 1,319

Gains from sales of property ( 272 ) — ( 144 )

Provision for deferred income taxes 2,678 7,756 5,289

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

Gains from sale of property — ( 272 ) —

(Benefit) provision for deferred income taxes ( 36 ) 2,678 7,756

Share-based compensation 11,252 7,749 12,055

Amortization of deferred gains from real estate ( 3,934 ) ( 3,934 ) ( 3,934 )

Recognition of deferred gains from real estate ( 3,934 ) ( 3,934 ) ( 3,934 )

Other income statement items — — ( 909 )

Changes in operating assets and liabilities, net of business acquisition:

Changes in operating assets and liabilities, net of business combination:

Accounts receivable 14,053 2,573 23,145

Inventories, net ( 12,271 ) 140,875 20,759

Inventories 45,959 ( 12,271 ) 140,875

Accounts payable ( 36,009 ) 13,002 5,973

5 unchanged sentences

Acquisition of business, net of cash acquired ( 95,210 ) — 300

Proceeds from sales of assets and properties 899 357 964

Proceeds from sales of property and insurance recoveries 2,656 899 357

Property and equipment investments ( 26,933 ) ( 40,109 ) ( 27,520 )

2 unchanged sentences

Common stock repurchases ( 38,126 ) ( 45,297 ) ( 42,135 )

Debt financing costs ( 3,095 ) — —

Repurchase of shares to satisfy employee tax withholdings ( 2,538 ) ( 3,365 ) ( 5,279 )

5 unchanged sentences

Supplemental cash flow information:

Net income tax payments $ 30,408 $ 19,239 $ 111,197

Interest paid $ 44,988 $ 43,438 $ 44,054

Income tax payments, net of refunds $ 3,985 $ 30,408 $ 19,239

Interest paid, including interest for finance leases $ 47,093 $ 44,988 $ 43,438

Noncash transactions:

Additions of fleet assets under finance leases $ 44,564 $ 19,373 $ 19,861

See the accompanying notes to the consolidated financial statements.

3 unchanged sentences

Basis of Presentation

BlueLinx Holdings Inc., including 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.

Two-step distributors purchase products from manufacturers and distribute those products to dealers and other suppliers in local markets, who then sell those products to end users.

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, millwork, outdoor living products, specialty lumber and panels, and industrial 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 customers’ sales and inventory management capabilities.

The Company’s consolidated financial statements include the accounts of BlueLinx Holdings Inc.

and its wholly owned subsidiaries.

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.

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

GAAP” or “GAAP”).

The Company’s consolidated financial statements include the accounts of BlueLinx Holdings Inc.

and its wholly owned subsidiaries.

The Company is composed of a single reportable segment for financial reporting purposes.

All significant intercompany accounts and transactions have been eliminated.

After close of business on October 31, 2025, the Company’s wholly-owned subsidiary, BlueLinx Corporation, acquired all issued and outstanding membership interests of Disdero Lumber Co., LLC (“Disdero”).

The acquisition of Disdero is accounted for by the Company under the provisions of Accounting Standards Codification (“ASC”) No.

805, Business Combinations (“ASC 805”), as a business combination under the acquisition method.

The results of operations and cash flows for Disdero are included in the Company’s consolidated financial statements beginning November 1, 2025.

See Note 2, Business Combination , to the consolidated financial statements.

The Company operates on a 5-4-4 fiscal calendar.

Its fiscal year ends on the Saturday closest to December 31 of each year and may comprise 53 weeks in certain years.

The Company’s 2024 fiscal year contained 52 weeks and ended on December 28, 2024 (“fiscal 2024”).

The Company’s 2025 fiscal year contained 53 weeks and ended on January 3, 2026 (“fiscal 2025”).

Fiscal 2024 contained 52 weeks and ended on December 28, 2024 (“fiscal 2024”).

Fiscal 2023 contained 52 weeks and ended on December 30, 2023 (“fiscal 2023”).

Reclassification of Prior Period Presentation

The Company reclassified income taxes payable into Other current liabilities on its consolidated balance sheet as of December 30, 2023.

The Company also reclassified income taxes payable into Other assets and liabilities on its consolidated statements of cash flows for fiscal 2023 and fiscal 2022.

These reclassifications were made to align prior-period disclosures with current presentation.

In a fiscal year with 53 weeks, Net sales, Cost of products sold, and employee compensation costs reflect 53 weeks of activity.

However, certain other items, such as non-cash depreciation and amortization expenses that are based on the estimated useful lives of the underlying assets and costs that are incurred on a calendar month basis such as rent, are not adjusted in a 53-week fiscal year when compared to a 52-week fiscal year.

Use of Estimates

17 unchanged sentences

All revenues recognized are net of trade allowances, cash discounts, and sales returns.

Cash discounts and sales returns are estimated using historical experience.

Trade allowances are based on the estimated obligations and historical experience.

Adjustments to earnings resulting from revisions to estimates on discounts and returns have not been material in any of the reported periods.

Certain customers may receive cash-based incentives or credits, which are accounted for as variable

Cash discounts and sales returns are

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

consideration.

estimated using historical experience.

Trade allowances are based on the estimated obligations and historical experience.

Adjustments to earnings resulting from revisions to estimates on discounts and returns have not been material in any of the reported periods.

Certain customers may receive cash-based incentives or credits, which are accounted for as variable consideration.

The Company estimates these amounts based on the expected amount to be provided to customers and then reduces the amount of revenue recognized.

16 unchanged sentences

Cash and Cash Equivalents

As of December 28, 2024 and December 30, 2023, the majority of the Company’s cash and cash equivalents were comprised of short-term funds that the Company can liquidate on demand.

As of January 3, 2026 and December 28, 2024, the majority of the Company’s cash and cash equivalents were comprised of short-term funds.

These funds invest in instruments that have a weighted-average maturity of three months or less, including cash, U.S.

5 unchanged sentences

Based on the legal form and nature of any restrictions that may be placed by third parties on certain amounts of cash transferred by the Company to external entities, the Company’s accounting policy is to classify such unexpended amounts as either restricted cash, other current assets, or other non-current assets in its consolidated balance sheets.

As of December 28, 2024 and December 30, 2023, the Company had $ 11.5 million and $ 10.5 million, respectively, reported within Other non-current assets on its consolidated balance sheets for amounts transferred to a third party related to certain of the Company’s self-insured risks for events that have occurred but have not been settled by, or are not yet known to, the Company.

As of January 3, 2026 and December 28, 2024, the Company had $ 11.6 million and $ 11.5 million, respectively, reported within Other non-current assets on its consolidated balance sheets for amounts transferred to a third party related to certain of the Company’s self-insured risks for events that have occurred but have not been settled by, or are not yet known to, the Company.

See the subsequent section of this note under the heading, Self Insurance.

The Company had no amounts reported as restricted cash on its consolidated balance sheets as of December 28, 2024 and December 30, 2023.

The Company had no amounts reported as restricted cash on its consolidated balance sheets as of January 3, 2026 and December 28, 2024.

Accounts Receivable and Allowance

3 unchanged sentences

323, Financial Instruments-Credit Losses , that apply to the Company’s trade accounts receivable, a current expected credit loss (“CECL”) model is required.

The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of a trade receivable, that considers forecasts of future economic conditions in addition to information about past events and current conditions.

The Company’s allowance for doubtful accounts is determined based on a number of factors including specific customer account reviews, historical loss experience, current economic trends, and the creditworthiness of significant customers based on ongoing credit evaluations.

The Company believes

The Company believes that its accounts receivable are homogenous and concluded that they can be grouped into one pool when applying the CECL model.

The CECL impairment

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

that its accounts receivable are homogenous and concluded that they can be grouped into one pool when applying the CECL model.

The Company determined that historical loss information is a reasonable basis on which to determine expected credit losses for accounts receivable because the composition of the receivables at the most recent reporting date is consistent with that used in developing the historical credit-loss percentages.

During fiscal years 2024 and 2023, the Company recorded provisions for doubtful accounts of $ 1.3 million and $ 0.6 million , respectively, and recorded charge offs net of recoveries of $ 0.3 million and $ 0.6 million, respectively, against the allowance for accounts receivable.

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

model requires an estimate of expected credit losses, measured over the contractual life of a trade receivable, that considers forecasts of future economic conditions in addition to information about past events and current conditions, including specific customer account reviews, historical loss experience, and the creditworthiness of significant customers based on ongoing credit evaluations.

The Company prospectively adopted Accounting Standards Update (“ASU”) No.

2025-05, F inancial Instruments-Credit Losses (Topic 326);

Measurement Losses for Accounts Receivable and Contract Assets ” (“ASU 2025-05”), as of the beginning of its fiscal fourth quarter 2025.

The Company elected the practical expedient in ASU 2025-05 that allows an entity to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast for estimating any expected credit losses.

As of January 3, 2026 and December 28, 2024, the Company’s allowance for Accounts receivable was $ 5.0 million and $ 4.3 million, respectively, and net changes in the allowance were not material for any reporting period presented.

The Company’s inventories consist mostly 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.

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 its inventory value at the end of each quarter to ensure that inventory, when viewed by category, is carried at the lower-of-cost-or-net-realizable-value (“LCNRV”), which also considers items that may be considered damaged, excess, and obsolete inventory.

As of December 28, 2024 and December 30, 2023, the carrying values of the Company’s inventory reported on its consolidated balance sheets did not reflect any adjustments for LCNRV matters.

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 January 3, 2026 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.

Most 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.

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 “antidumping 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.

Department of Commerce (the “Commerce Department”) as “antidumping or countervailing duties,” and these import 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 import duty rates.

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

2 unchanged sentences

Customs determines final duty rates at the time entries subject to antidumping 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 .

During fiscal 2024, the Company recognized refunds of $ 20.7 million plus interest of $ 2.7 million related to retroactive adjustments associated with certain antidumping duties for imported wood moulding and millwork products.

During fiscal 2024, the Company recognized refunds of $ 20.7 million plus interest earnings of $ 2.7 million related to retroactive adjustments associated with certain antidumping duties for imported wood moulding and millwork products.

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

1 unchanged sentence

These adjustment amounts are reflected in Cost of products sold and Interest expense, net, respectively, on the Company’s consolidated statement of operations for the fiscal year ended December 28, 2024.

See Note 14, Commitments and Contingencies , for disclosure concerning other matters related to import duties.

The net amount for antidumping duties reflected in Cost of products sold on the Company’s consolidated statement of operations was not material for the fiscal year ended January 3, 2026.

See Note 14, Commitments and Contingencies , to the consolidated financial statements for disclosure concerning other matters related to import duties.

Consideration Received from Vendors and Paid to Customers

5 unchanged sentences

Since these arrangements are typically on a calendar or fiscal year basis, adjustments to earnings resulting from revisions to rebate estimates have historically not been material.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment

2 unchanged sentences

Amortization of assets recorded under finance leases is included in Depreciation and amortization in the Company’s consolidated statement of operations.

Replacements of major units of property

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

are capitalized and the replaced properties are retired.

Replacements of major units of property are capitalized and the replaced properties are retired.

Replacements of minor components of property and repair and maintenance costs are charged to expense as incurred.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from seven years to 15 years for land improvements, 15 years to 33 years for buildings, and three years to seven years for machinery and equipment.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from seven years to 15 years for land improvements, 15 years to 33 years for buildings, three years to seven years for machinery and equipment, including software.

Leasehold improvements are depreciated over the lesser of 15 years or the remaining life of the expected lease term.

4 unchanged sentences

Goodwill and Other Intangible Assets

Goodwill is not subject to amortization but must be assessed for impairment at least annually.

Since the Company operates within one single reporting unit, goodwill is assessed at the enterprise level.

The Company performs its annual assessment of goodwill as of the first day of its fourth fiscal quarter, which was September 29, 2024 for fiscal 2024.

Since the Company operates within a single reporting unit, goodwill is evaluated at the enterprise level.

The annual assessments for fiscal 2024 and fiscal 2023 utilized a quantitative approach and was performed by the Company with the assistance of independent third-party experts.

An assessment under the quantitative approach requires the Company to estimate the enterprise’s fair value and then compare that fair value to the carrying value of the enterprise, including goodwill, in order to determine if goodwill is impaired.

The estimate of the fair value for the enterprise is sensitive to assumptions such as the weighted average cost of capital and gross profit, which are affected by expectations about future market or economic conditions.

Based on the assessments for fiscal 2024 and fiscal 2023, the estimated fair value of the enterprise exceeded its carrying value, including goodwill.

Therefore, the Company concluded that goodwill was not impaired.

Under the acquisition method of accounting for a business combination, goodwill is the excess of the consideration paid to acquire the business over the fair value of the assets acquired and liabilities assumed.

Goodwill is not subject to amortization but must be assessed for impairment at least annually and more frequently if indicators of impairment exist.

Goodwill must be assessed at the reporting unit level and since the Company operates within one single reporting unit, all of the Company’s goodwill is assessed at the enterprise level.

The Company performs its annual goodwill assessment as of the first day of its fiscal fourth quarter.

Testing goodwill for impairment requires the Company to compare the fair value of a reporting unit with its carrying amount, including goodwill.

The Company typically utilizes the services of a third-party expert for assistance in assessing goodwill.

There are two methods for assessing goodwill:

the qualitative method and the quantitative method.

The qualitative assessment may give the Company the option to evaluate, based on the weight of evidence, the significance of identified events and circumstances in the context of determining whether it is “more likely than not” (a likelihood of greater than 50%) that the fair value of a reporting unit is less than its carrying amount.

ASC 350 provides a list of events and circumstances for the Company to consider when assessing goodwill under the qualitative method.

If the Company can concludes based on the qualitative assessment that it is not “more likely than not” that the fair value of a reporting unit is less than its carrying amount, the Company is deemed to have completed its goodwill impairment test and does not need to perform the quantitative impairment test.

If the Company concludes based on the qualitative assessment that it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount, the Company is required to perform the quantitative impairment test.

The Company may also elect to not perform the qualitative method and instead perform the quantitative test only.

An assessment under the quantitative method requires the Company to estimate the enterprise’s fair value through valuation methods that utilize inputs such as projections of discounted cash flows, weighted-average cost of capital, comparisons to similar entities, future market and economic conditions, and market capitalization.

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

Such events and indicators may include significant declines in the industries in which our products are used, significant changes in capital market conditions, or significant changes in our market capitalization.

No such material indicators were noted during fiscal 2024 and fiscal 2023 between the annual impairment assessments.

Other Intangible Assets

For all reporting periods presented, the Company’s other intangible assets have estimated finite lives and are therefore subject to amortization.

Other Intangible Assets Originating from Business Combinations

The Company’s intangible assets that are deemed to have definitive lives are subject to amortization.

These assets are subject to impairment testing if events or circumstances occur that indicate the carrying amounts may be impaired.

No such indicators were noted in fiscal 2024 or fiscal 2023, and therefore no impairments were recorded.

Indefinite-lived intangible assets are not amortized, but, like goodwill, must be assessed for impairment at least annually and between annual impairment tests if an event occurs or circumstances change that would indicate that the carrying amount of

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

finite-lived intangible asset may be impaired.

For the Company’s Disdero business combination (see Note 2, Business Combination ), the Company has made a preliminary determination that the acquired Disdero trade name intangible asset has an indefinite life since the Company, at this time, plans to use the Disdero trade name indefinitely in the operations of the acquired Disdero business.

Self-Insurance

5 unchanged sentences

The Company’s self-insured deductible for each claim involving workers’ compensation, comprehensive general liability (including product liability claims), and auto liability is limited to $ 0.8 million, $ 0.8 million, and $ 2.0 million, respectively.

The Company is also self-insured up to certain limits for the majority of its medical benefit plans ($ 0.3 million per occurrence).

A provision for claims under this self-insured program, based on our estimate of the aggregate liability for claims incurred, is revised and

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recorded annually.

The Company is also self-insured up to certain limits for the majority of its medical benefit plans ($ 0.3 million per covered person, per year).

A provision for claims under this self-insured program, based on our estimate of the aggregate liability for claims incurred, is revised and recorded at least annually.

The estimate is derived from both internal and external sources including but not limited to actuarial estimates.

1 unchanged sentence

Although the Company believes that the actuarial estimates are reasonable, significant differences related to the items noted above could materially affect the Company’s self-insurance obligations, future expense and cash flow.

As of December 28, 2024 and December 30, 2023, the self-insurance liabilities totaled $ 11.8 million and $ 13.8 million, respectively.

As of January 3, 2026 and December 28, 2024, the self-insurance liabilities totaled $ 12.0 million and $ 11.8 million, respectively.

The Company provides for estimated costs to settle both known claims and claims incurred but not yet reported by making periodic prepayments, considering our retention and stop loss limits.

3 unchanged sentences

The Company has deposits on hand with certain third-party insurance administrators and insurance carriers to cover its obligation for future payment of claims.

These deposits are recorded in other current and non-current assets in the Company’s consolidated balance sheets.

These deposits are recorded in non-current assets in the Company’s consolidated balance sheets.

The Company is the lessee in a lease contract when it obtains the right to control an asset associated with a particular lease.

3 unchanged sentences

The Company determines the lease term by assuming the exercise of renewal options that are reasonably certain to occur.

As most of the Company’s leases do not provide an implicit interest rate, the Company’s incremental borrowing rate, based on the information available at the commencement date, is used in determining the present value of future lease payments.

The Company uses the implicit rate in a lease agreement, and if that rate is not readily determinable, the Company’s incremental borrowing rate is used in determining the present value of future lease payments.

When contracts contain lease and non-lease components, both components are accounted for as a single lease component.

See Note 13, Lease Commitments, for additional information.

See Note 13, Lease Commitments, to the consolidated financial statements for additional information.

The Company accounts for deferred income taxes using the liability method.

1 unchanged sentence

All deferred income tax assets and liabilities are classified as noncurrent in the Company’s consolidated balance sheet.

A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not (likelihood of more than 50%) that some portion or all the deferred income tax asset will not be realized.

For additional information, see Note 7, Income Taxes .

A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not (likelihood of more than 50%) that some portion or all the deferred

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

income tax asset will not be realized.

For additional information, see Note 7, Income Taxes, to the consolidated financial statements.

Pension Plans

9 unchanged sentences

The Company’s contributions to a particular MEPP are established by the applicable CBAs;

however, the Company’s required contributions may increase based on the funded status of an MEPP and legal requirements such as those of the Pension Act, which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(“RP”) to improve their funded status.

The settlement of the DB Pension Plan did not result in any changes to the multi-employer pension plans in which some of the Company’s union employees participate.

13 unchanged sentences

Goodwill is measured as the excess of consideration transferred over the fair values of the assets acquired and the liabilities assumed.

While the Company, sometimes with the assistance of third-party experts, uses its best estimates and assumptions to value assets acquired and liabilities assumed at the acquisition date, such estimates are inherently uncertain and subject to refinement.

When a business combination occurs late in a reporting period, the Company may utilize a method known as benchmarking to provide preliminary estimates for the fair values of certain assets acquired and liabilities assumed, including intangible assets, inventory, acquired leases, and the residual goodwill.

The benchmarking method involves utilizing valuation inputs, such as discount rates, royalty rates, etc., from the Company’s prior business combinations and/or similar business combinations completed by other entities.

The preliminary fair value benchmarking estimates are updated in the subsequent reporting period when additional and more specific information is gathered and analyzed for the acquired business.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

After subsequent fair value adjustments are made for any benchmarking estimates, and for business combinations where the benchmarking method is not utilized, the Company’s estimates of fair value assigned to acquired assets and assumed liabilities may be inherently uncertain and subject to refinement.

As a result, during the measurement period, which can last up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

2 unchanged sentences

Share-Based Compensation Expense

The Company recognizes compensation expense equal to the grant-date fair value, which is generally based on the fair market value of the Company’s common stock on the date of grant, for all share-based payment awards that are expected to vest.

For service-based grants, expense is recorded on a straight-line basis over the requisite service period of the entire award.

For performance-based awards, the Company recognizes compensation expense over each separate vesting tranche to the extent the achievement of the performance goal is deemed to be probable at the end of each reporting period.

For share-based compensation, the Company recognizes compensation expense equal to the grant-date fair value, which is generally based on the fair market value of the Company’s common stock on the date of grant.

For service-based awards, compensation expense is recognized if the grant recipient provides the requisite service to the Company.

Compensation expense is recorded on a straight-line basis over the requisite service period of the entire award.

Forfeitures are accounted for as they actually occur, and compensation expense is adjusted accordingly so that it reflects cumulative expense only for the number of grants that actually vested prior to the forfeiture event.

For performance-based awards, prior to vesting compensation expense is recognized for grants that are deemed probable of vesting based on actual or forecasted achievement of the performance metrics as long as the grant recipient continues to provide the requisite service to the Company.

At the end of each reporting period, the Company is required to reassess the expected achievement of the performance metrics and adjust cumulative compensation expense accordingly based on the number of grants that have vested or are expected to vest based on achievement of the performance metrics.

When a grant recipient stops providing the requisite service to the Company, forfeitures are accounted for as they actually occur and compensation expense is adjusted accordingly so that it reflects cumulative expense only for the number of grants that actually vested prior to the forfeiture event.

For market-based awards, compensation expense is recognized for the grant-date fair value of the award on a straight-line basis as the grant recipient provides the requisite service to the Company, regardless of whether the grant vests or is expected to vest based on achievement of the market-based metrics.

Compensation expense related to share-based payment awards is generally recorded in SG&A expense in the consolidated statements of operations.

Repurchases of Common Stock

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

Under this share purchase program, the Company may make authorized repurchases of its common stock from time to time, without prior notice, subject to prevailing market conditions and other considerations.

On October 31, 2023, the Company’s board of directors authorized a share repurchase program for $ 100 million, of which $ 8.7 million remains available for repurchases as of January 3, 2026.

On July 28, 2025, the Company’s board of directors authorized a new share repurchase program for $ 50 million that can be used after exhaustion of the October 31, 2023 authorization.

Under the share purchase programs, the Company may make authorized repurchases of 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.

1 unchanged sentence

The portion of the cost to repurchase common stock that is in excess of par value is charged to additional paid-in capital within stockholders’ equity.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Direct costs incurred by the Company to repurchase its common stock, such as broker commissions and excise taxes, are considered part of the cost to repurchase the common stock.

2 unchanged sentences

For any reporting period, the costs of repurchased shares reported on the Company’s consolidated statement of stockholders’ equity may differ from the amount reported on the Company’s consolidated statement of cash flows due to the timing of remittances for excise taxes which are made in accordance with applicable law.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Advertising Cost

2 unchanged sentences

Adopted in Fiscal 2025

Income Tax Disclosure Improvement.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the income tax rate reconciliation and must disaggregate income taxes paid.

The ASU’s disclosure requirements apply to all entities subject to Accounting Standards Codification Topic 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.

The Company adopted ASU 2023-09 prospectively for the fiscal year ended January 3, 2026.

See Note 7, Income Taxes, to the consolidated financial statements.

Since this new ASU addresses only disclosures, its adoption did not have any effect on the Company’s financial position, results of operations, or cash flows.

Measurement Losses for Accounts Receivable and Contract Assets.

The Company early adopted ASU No.

2025-05, Financial Instruments-Credit Losses (Topic 326);

Measurement Losses for Accounts Receivable and Contract Assets ” (“ASU 2025-05”), as of the beginning of its fiscal fourth quarter 2025.

See the disclosures under the heading “Accounts Receivable and Allowance” presented earlier in this Note 1.

Adopted in Fiscal 2024

Segment Reporting Improvements .

8 unchanged sentences

As required, the Company’s annual disclosures for ASU 2023-07 are retrospectively presented for all annual comparative periods beginning in the notes to these annual consolidated financial statements.

See Note 5, Segment Reporting .

See Note 5, Segment Reporting, to the consolidated financial statements.

Since this ASU addresses only disclosures, the adoption did not have any effects on the Company’s financial condition, results of operations or cash flows.

Adopted in Fiscal 2022

Credit Impairment Losses.

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).

This ASU sets forth a current expected credit loss (“CECL”) model which requires the measurement of all expected credit losses for financial instruments or other assets (e.g., trade receivables), held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.

This model replaces the former incurred loss model applicable to the measurement of credit losses on financial assets measured at amortized cost, and applies to some off-balance sheet credit exposures.

The standard also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio.

The Company adopted ASU 2016-13 on a modified retrospective basis in the first quarter of 2022 and the implementation did not have a material impact to the Company’s consolidated financial statements.

Reference Rate Reform .

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).

This ASU provides temporary guidance to ease the potential burden in accounting for reference rate reform primarily resulting from the discontinuation of the publication of certain tenors of the London Inter-bank Offered Rate (“LIBOR”) on December 31, 2021, with complete elimination of the publication of LIBOR by June 30, 2023.

The amendments in this ASU are elective and apply to all entities that have contracts referencing LIBOR.

The Company’s revolving credit agreement, as further discussed in Note 8, Long-Term Debt , to these consolidated financial statements, was amended on June 27, 2023, to replace references to LIBOR with Secured Overnight Financing Rate (“SOFR”) for determining interest payable on current and future borrowings.

The guidance in this ASU provides a practical expedient which simplifies accounting analyses under current U.S.

GAAP for contract modifications if the change is directly related to a change from LIBOR to a new interest rate index.

The Company adopted ASU 2020-04 prospectively in the first quarter of 2022.

The adoption did not have a material impact on the Company’s consolidated financial

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

statements or to any key terms of our revolving credit agreement other than the discontinuation of LIBOR.

Recent Accounting Standards - Adoption Pending

Income Tax Disclosure Improvement.

On December 14, 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the income tax rate reconciliation.

They must also further disaggregate income taxes paid.

The ASU’s disclosure requirements apply to all entities subject to Accounting Standards Codification Topic 740.

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.

7 unchanged sentences

An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information.

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

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.

ASU 2024-03 will be effective for the Company for the fiscal 2027 annual reporting period and for interim periods beginning in fiscal 2028, as clarified by ASU 2025-01.

Since this new ASU addresses only disclosures, the Company does not expect its

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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.

Interim Reporting.

On December 8, 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow Scope Improvements (“ASU 2025-11”) to clarify the current interim disclosure requirements and the applicability of ASC 270, Interim Reporting .

The ASU creates a comprehensive list of interim disclosures in ASC 270 that are required in interim financial statements and the accompanying notes under GAAP.

It also incorporates a disclosure principle requiring entities to disclose in interim periods events and changes that occur after the end of the most recent annual reporting period that have a material impact on the entity.

ASU 2025-11 also clarifies that SEC registrants are required to refer to existing SEC guidance, such as Rule 10-01 of Regulation S-X, since those rules provide form and content requirements for condensed financial statements (condensed statements).

ASU 2025-11 will be effective for interim and annual reporting periods beginning after 2027, which will be first quarter of fiscal 2028 for the Company.

Early adoption is permitted, and the guidance can be applied prospectively or retrospectively.

Since ASU 2025-11 is disclosure-related only, its adoption is not expected to have an effect on the Company’s financial position, results of operations, or cash flows.

The Company is currently evaluating the disclosure guidance in ASU 2025-11 to determine if any new or amended disclosures will be required upon adoption.

Business Combination

As previously disclosed, on October 3, 2022 the Company acquired all the outstanding stock of Vandermeer Forest Products (“Vandermeer”), a wholesale distributor of building products, for preliminary consideration of $ 69.3 million, which included $ 5.5 million of cash acquired.

The purchase price also included $ 3.6 million for a distribution facility and real estate located in Spokane, Washington, which were acquired in this transaction.

During the first quarter of fiscal 2023, $ 0.3 million was received by the Company for adjustments to Vandermeer’s working capital balances, reducing total consideration from $ 69.3 million to $ 69.0 million.

The measurement period is closed.

The acquisition of Vandermeer provides the Company with direct access to customers in the states of Oregon and Washington.

With the acquisition of Vandermeer, the Company now serves all 50 states.

Vandermeer’s results of operations are included in the Company’s results of operations beginning on the October 3, 2022 acquisition date.

Vandermeer contributed revenues of $ 25.5 million from the October 3, 2022 acquisition date through the end of fiscal 2022.

On October 31, 2025, BlueLinx Corporation, a wholly owned subsidiary of BlueLinx Holdings Inc., entered into an equity purchase agreement (the “Purchase Agreement”) to purchase 100 % of the equity interest of Disdero Lumber Co., LLC (“Disdero”).

Disdero is engaged in the business of wholesale distribution of premium specialty building materials that include a complete line of clear lumber and distinctive wood architectural elements that are sold into nearly all 50 states.

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 properties.

The acquisition of Disdero is expected to serve as a catalyst for the Company’s growth by using the Company’s existing distribution network to offer Disdero’s premium specialty products to many of the Company’s existing customers not currently served by Disdero.

Additionally, the Disdero acquisition is expected to enhance the Company’s specialty products focus as well as its geographic expansion and channel diversification strategies.

The purchase price on October 31, 2025 was approximately $ 95.4 million ($ 95.2 million net after considering cash acquired), which the Company paid from cash on hand.

The purchase price is subject to customary adjustments, such as adjustments for working capital balances.

The acquisition of Disdero was accounted for as a business combination using the acquisition method under ASC 805, Business Combination .

The assets acquired and liabilities assumed in the Disdero acquisition are reflected on the Company’s consolidated balance sheet as of the close of business on October 31, 2025.

Disdero’s results of operations and cash flows are included in the Company’s consolidated financial results beginning at the start of business on November 1, 2025.

The acquisition of Disdero includes preliminary fair value estimates of $ 11.9 million for goodwill and $ 64.3 million for intangible assets (customer relationships, trade name, and non-compete agreements) as of the October 31, 2025 acquisition date.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The acquisition was accounted for as a business combination using the acquisition method.

The assets acquired and liabilities assumed were recognized at their acquisition date fair values.

The following table summarizes the components of the consideration, as adjusted in the first quarter of fiscal 2023 for the working capital adjustment:

In determining these preliminary fair value amounts, the Company utilized a benchmarking approach based on the Company’s prior acquisitions and the prior acquisitions of similar acquirers or acquirees.

Upon subsequent completion of the purchase price allocation, any revised fair value amounts assigned to the intangible assets and resulting goodwill may differ materially from the preliminary estimates under the benchmarking process.

After revisions are made to the preliminary fair value amounts estimated under benchmarking as described above, the fair value estimates for inventory, lease obligations, property & equipment, accounts receivable, accounts payable, other assets, and other liabilities are also subject to subsequent changes during the measurement period, as defined and permitted by ASC 805.

Any changes to the fair values amounts during the measurement period will be recorded to the applicable assets and liabilities with the residual amount allocated to goodwill.

The measurement period cannot extend beyond one year from the acquisition date.

The following table summarizes the components of the consideration for Disdero:

Preliminary Allocation as of Acquisition Date

(In thousands)

2 unchanged sentences

Inventory 16,024

Property and equipment 3,955

Operating lease right-of-use assets 714

Prepaid expenses and other assets 220

Total current assets acquired 22,800

Property & equipment 1,319

Right-of-use lease assets 3,074

Intangible assets:

2 unchanged sentences

Non-compete agreements 4,700

Total assets acquired 91,493

Accounts payable 1,943

Accrued compensation 1,544

Operating lease liability ( 714 )

Operating lease obligations 756

Other current liabilities 331

Total identifiable net assets 61,373

Finance lease obligations 181

Total current liabilities assumed 4,755

Operating lease obligations 2,616

Finance lease obligations 587

Total liabilities assumed 7,958

Net assets acquired 83,535

Goodwill 11,854

Total consideration $ 68,973

The excess of total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired, was recorded as goodwill.

Less cash acquired ( 179 )

Preliminary purchase price $ 95,210

The excess of total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired less liabilities assumed, was recorded as goodwill.

The goodwill recognized is attributable to the expected operating synergies and growth potential that we expect to realize from the acquisition.

Goodwill also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce.

The Company made a 338(h)(10) tax election to allow for the deductibility of goodwill recognized from the acquisition.

The estimated useful life for the customer relationships, trade names, and non-compete agreements is 12 years, 3 years, and 5 years, respectively.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce.

The goodwill resulting from the Disdero acquisition is expected to be tax deductible.

The estimated useful life for the customer relationships and non-compete agreements is 12 years and 5 years, respectively, based on the benchmarking process described above, and these useful life estimates may subsequently change.

At this time, the Company plans to operate the acquired Disdero business under the Disdero trade name indefinitely, and therefore the trade name has been assigned an indefinite life and is not being amortized at this time.

The Company incurred expensed acquisition-related costs for the Disdero acquisition of approximately $ 1.2 million in fiscal 2025.

This amount is reported within Other operating expenses on the Company’s consolidated statement of operations.

Revenue Recognition

3 unchanged sentences

Fiscal Year Ended

December 28, 2024 December 30, 2023 December 31, 2022

(In thousands)

(in thousands) January 3, 2026 December 28, 2024 December 30, 2023

(53 weeks) (52 weeks) (52 weeks)

Specialty products $ 2,052,990 $ 2,045,910 $ 2,184,240

4 unchanged sentences

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,

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and to distribute large volumes of imported products from port facilities.

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.

1 unchanged sentence

Fiscal Year Ended

December 28, 2024 December 30, 2023 December 31, 2022

(In thousands)

(in thousands) January 3, 2026 December 28, 2024 December 30, 2023

(53 weeks) (52 weeks) (52 weeks)

Warehouse and reload $ 2,454,565 $ 2,432,820 $ 2,663,107

7 unchanged sentences

These expenses were $ 165.9 million, $ 154.3 million, and $ 152.3 million for fiscal 2025, fiscal 2024, and fiscal 2023, respectively.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Goodwill and Other Intangible Assets

As of December 28, 2024 and December 30, 2023, our intangible assets consist of goodwill and other intangible assets including customer relationships, noncompete agreements, and trade names.

Goodwill is the excess of the cost of an acquired entity over the fair value of tangible and intangible assets (including customer relationships, noncompete agreements, and trade names) acquired and liabilities assumed under the acquisition method accounting for business combinations.

The Company’s goodwill as of December 28, 2024 originated as follows:

$ 47.8 million from the 2018 acquisition of Cedar Creek and $ 7.6 million from the 2022 acquisition of Vandermeer.

Public business entities are not permitted to amortize goodwill but must instead assess goodwill for impairment at least annually at the reporting unit level using a quantitative method or the optional qualitative method.

Since the Company operates within a single reporting unit, goodwill is assessed at the enterprise level.

The Company assesses goodwill for impairment as of the first day of fiscal fourth quarter, which was September 29, 2024 for fiscal 2024.

The annual assessments for fiscal 2024 and fiscal 2023 utilized quantitative methods and were performed by the Company with the assistance of an independent third-party expert.

Based on the assessments, the Company concluded that its goodwill was not impaired and therefore no impairment charge was needed.

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

Such events and indicators may include significant declines in the industries in which the Company’s products are used, significant changes in capital market conditions, and significant changes in the Company’s market capitalization.

No such indicators were identified during fiscal 2024 or fiscal 2023.

The carrying amounts of the Company’s goodwill were as follows:

The Company’s goodwill as of January 3, 2026 originated as follows:

$ 47.8 million from the 2018 acquisition of Cedar Creek, $ 7.6 million from the 2022 acquisition of Vandermeer, and $ 11.9 million (preliminary estimate) from the 2025 acquisition of Disdero.

The Company performed its most recent annual impairment assessment for goodwill as of September 28, 2025, which was the first day of its fiscal fourth quarter for 2025.

The annual assessments for fiscal 2025 and fiscal 2024 utilized the quantitative assessment method for goodwill and were performed with the assistance of an independent third-party expert.

Based on the assessments, the Company concluded that its goodwill was not impaired and therefore no impairment charge was recorded.

The Company has no accumulated goodwill impairment losses as of January 3, 2026 or December 28, 2024.

Between the annual assessment dates in fiscal 2025 and fiscal 2024, no events or circumstances were noted to indicate that it was “more likely than not” the fair value of the enterprise was less than its carrying value.

The activity and carrying amounts of the Company’s goodwill were as follows:

Total Carrying Amount

2 unchanged sentences

Balance as of December 28, 2024 $ 55,372

Balance as of December 28, 2024 55,372

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Definite-Lived Intangible Assets

The gross carrying amounts, accumulated amortization, and net carrying amounts of our definite-lived intangible assets as of December 28, 2024 were as follows:

Disdero business combination (1)

Balance as of January 3, 2026 $ 67,226

(1) Preliminary estimate.

See Note 2, Business Combination, to the consolidated financial statements.

Intangible Assets from Business Combinations

The Company has no accumulated impairment charges for intangible assets as of January 3, 2026 or December 28, 2024.

The gross carrying amounts, accumulated amortization, and net carrying amounts of our intangible assets as of January 3, 2026 were as follows:

Weighted Average Remaining Useful Lives Gross Carrying Amounts Accumulated Amortization

1 unchanged sentence

($ amounts in thousands)

Definite-Life:

Customer relationships (1)

10 $ 95,800 $ ( 26,201 ) $ 69,599

Non-compete agreements (1)

Trade names 1 1,000 ( 750 ) 250

5 5,400 ( 599 ) 4,801

Total definite-lived 101,200 ( 26,800 ) 74,400

Indefinite-Life:

Trade name NA 12,300 NA 12,300

Total $ 113,500 $ ( 26,800 ) $ 86,700

(1) Intangible assets except customer relationships are amortized on straight-line basis.

Certain of our customer relationships are amortized on a double declining balance method and certain others are amortized on a straight-line basis.

(1) Intangible assets are amortized on straight-line basis.

The Net Carrying Amounts in the table above include $ 46.7 million for customer relationships, $ 4.6 million for non-compete agreements, and $ 12.3 million for trade name from the Disdero business combination that occurred on October 31, 2025.

These amounts are based on preliminary estimates of the acquisition-date fair values of these assets.

See Note 2, Business Combination, to the consolidated financial statements.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The gross carrying amounts, accumulated amortization, and net carrying amounts of our definite-lived intangible assets as of December 28, 2024 were as follows:

6 unchanged sentences

Total $ 50,200 $ ( 23,319 ) $ 26,881

(1) Intangible assets except customer relationships are amortized on straight-line basis.

Customer relationships are amortized on a double declining balance method.

Definite-lived intangible assets are subject to impairment testing if events or circumstances occur that indicate the carrying amounts may be impaired.

No such indicators were noted during fiscal 2024 and fiscal 2023.

(1) Intangible assets are amortized on straight-line basis.

The Company’s definitive-life intangible assets are subject to amortization and must also be tested for impairment if events or circumstances indicate the carrying amounts may be impaired.

No such indicators were noted in fiscal 2025 or fiscal 2024, and therefore no impairments were recorded.

Amortization Expense

Amortization expense for the definite-lived intangible assets was $ 3.9 million, $ 4.2 million, and $ 3.4 million for the years ended December 28, 2024, December 30, 2023, and December 31, 2022, respectively.

Amortization expense for the definite-lived intangible assets was $ 4.5 million, $ 3.9 million, and $ 4.2 million for the fiscal years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively.

Estimated annual amortization expense for definite-lived intangible assets over the next five fiscal years is as follows:

15 unchanged sentences

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

Fiscal 2024 Fiscal 2023 Fiscal 2022

(In thousands)

(in thousands) Fiscal 2025 Fiscal 2024 Fiscal 2023

(53 weeks) (52 weeks) (52 weeks)

Net sales $ 2,954,007 $ 2,952,532 $ 3,136,381

6 unchanged sentences

Amortization of definite-lived intangible assets 4,481 3,912 4,197

Accretion of deferred gains on real estate ( 3,934 ) ( 3,934 ) ( 3,934 )

Recognition of deferred gains on real estate ( 3,934 ) ( 3,934 ) ( 3,934 )

Interest expense 49,680 47,169 44,654

2 unchanged sentences

Other, net 2,065 1,483 7,017

Provision for income taxes 17,571 33,350 98,585

(Benefit) provision for income taxes ( 90 ) 17,571 33,350

Total segment expenses 2,953,788 2,899,416 3,087,845

6 unchanged sentences

Property and Equipment

Property and equipment as of December 28, 2024 and December 30, 2023, consisted of the following:

December 28, 2024 December 30, 2023

Property and equipment as of January 3, 2026 and December 28, 2024, consisted of the following:

January 3, 2026 December 28, 2024

(In thousands)

6 unchanged sentences

Property and equipment, net $ 286,760 $ 249,556

Depreciation expense for property and equipment was $ 34.6 million, $ 27.8 million, and $ 24.2 million for the years ended December 28, 2024, December 30, 2023, and December 31, 2022, respectively.

See Note 13 , Lease Commitments, for disclosure about the Company’s property and equipment that is held under finance lease obligations.

Depreciation expense for property and equipment was $ 35.4 million, $ 34.6 million, and $ 27.8 million for the years ended January 3, 2026, December 28, 2024, and December 30, 2023, respectively.

See Note 13 , Lease Commitments, to the consolidated financial statements for disclosure about the Company’s property and equipment that is held under finance lease obligations.

For fiscal 2025, the Company’s statutory income tax rate was 25.1 percent, and it was comprised of the federal statutory income tax rate of 21.0 percent and the blended state statutory income tax rate of 4.1 percent.

In fiscal 2023, the Company’s statutory income tax rate was 25.3 percent and it was comprised of the federal statutory income tax rate of 21.0 percent and the blended state statutory income tax rate of 4.3 percent.

In fiscal 2024, the Company’s statutory income tax rate was also 25.1 percent, and it was comprised of the federal statutory income tax rate of 21.0 percent and the blended state statutory income tax rate of 4.1 percent.

In fiscal 2023, the Company’s statutory income tax rate was 25.3 percent, and it was comprised of the federal statutory income tax rate of 21.0 percent and the blended state statutory income rate of 4.3 percent.

1 unchanged sentence

The Company’s effective income tax rate is impacted by the effects of permanent differences occurring throughout the fiscal year.

For fiscal 2024, fiscal 2023, and fiscal 2022, the Company’s effective income tax rates were as follows:

Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

Income before provision for income taxes $ 70,687 $ 81,886 $ 394,761

The Company’s income tax (benefit) expense and the effective income tax rates were as follows:

Fiscal Year Ended January 3, 2026 Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023

($ amounts in thousands) 53 weeks 52 weeks 52 weeks

Income before provision (benefit) for income taxes $ 129 $ 70,687 $ 81,886

Federal income taxes:

4 unchanged sentences

Deferred ( 306 ) 1,188 ( 237 )

Provision for income taxes $ 17,571 $ 33,350 $ 98,585

Effective income tax rate 24.9 % 40.7 % 25.0 %

(Benefit) provision for income taxes $ ( 90 ) $ 17,571 $ 33,350

Effective income tax rate (a) 24.9 % 40.7 %

(a) The Company income tax benefit and income before income taxes were not material for fiscal 2025.

The accounting for the one-time settlement for the single-employer defined benefit pension plan increased the effective income tax rate for fiscal 2023 by 14.8 %.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s provisions for income taxes are reconciled to the federal statutory amounts as follows:

Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

For fiscal 2025, the Company’s benefit for income taxes is reconciled to the federal statutory amount as follows:

($ amounts in thousands) 53 weeks

Income before income taxes $ 129

Federal income taxes computed at the federal statutory tax rate $ 27 21 %

Increases (decreases) in income tax from:

Domestic state and local income taxes, net of federal benefit (1)

( 6 ) ( 4.7 ) %

Nontaxable or nondeductible items:

Stock-based compensation - excess income tax benefit ( 977 ) ( 757.4 ) %

Executive compensation 308 238.8 %

Meals and entertainment 291 225.6 %

Other items 47 36.4 %

Adjustment to balances of deferred income taxes 220 170.5 %

Benefit for income taxes $ ( 90 ) ( 69.8 ) %

(1) For the state income tax effect, taxes were not material for any single state or in the aggregate.

Local income taxes were not material.

The Company’s provisions for income taxes are reconciled to the federal statutory amounts as follows for fiscal 2024 and fiscal 2023:

(in thousands) Fiscal 2024 Fiscal 2023

52 weeks 52 weeks

Federal income taxes computed at the federal statutory tax rate $ 14,844 $ 17,196

State income taxes, net of federal benefit 4,188 4,609

5 unchanged sentences

Provision for income taxes $ 17,571 $ 33,350

(1) $ 4.5 million was reclassified from accumulated other comprehensive income (loss) in fiscal 2023

(1) $ 4.5 million was reclassified from accumulated other comprehensive income in fiscal 2023

The Company’s consolidated financial statements contain certain deferred income tax assets which primarily result from other temporary differences related to certain reserves, accrued liabilities, pension obligations, differences between book and tax depreciation and amortization, and state net operating losses.

The Company records a valuation allowance against deferred income tax assets when it is determined, based on the weight of available evidence, that it is more likely than not that some or all of the Company’s deferred income tax assets will not be realized in the future.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For fiscal 2025 and fiscal 2024, components of the Company’s deferred income tax assets and deferred income tax liabilities are as follows:

December 28, 2024 December 30, 2023

January 3, 2026 December 28, 2024

(In thousands)

16 unchanged sentences

Deferred income tax asset, net $ 50,615 $ 50,578

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Activity in the Company’s deferred income tax asset valuation allowance for fiscal 2025 and fiscal 2024 was as follows:

December 28, 2024 December 30, 2023

January 3, 2026 December 28, 2024

(In thousands)

6 unchanged sentences

The following table summarizes the activity related to our gross unrecognized income tax benefits:

December 28, 2024 December 30, 2023

January 3, 2026 December 28, 2024

(In thousands)

3 unchanged sentences

Balance at end of the fiscal year $ 614 $ 596

Included in the unrecognized income tax benefits as of December 28, 2024 and December 30, 2023, were approximately $ 0.6 million and $ 1.5 million, respectively of income tax benefits that, if recognized, would reduce the Company’s annual effective income tax rate for fiscal 2024 and fiscal 2023.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Included in the unrecognized income tax benefits as of January 3, 2026 and December 28, 2024, were approximately $ 0.6 million and $ 0.6 million, respectively of income tax benefits that, if recognized, would reduce the Company’s annual effective income tax rate for fiscal 2025 and fiscal 2024.

Penalties accrued for fiscal 2025 and fiscal 2024 were not material.

3 unchanged sentences

Net Operating Losses

At the end of fiscal 2025, the Company’s gross federal net operating loss carryovers were $ 30.0 million, representing a future net tax benefit of approximately $ 6.3 million.

These federal loss carryovers have an indefinite expected carryforward period.

At the end of fiscal 2025, the Company’s gross state net operating loss carryovers were $ 92.9 million and its tax-effected state net operating loss carryovers were $ 4.7 million, of which $ 3.4 million was subject to a valuation allowance arising from expiration dates when considered in conjunction with state limitations related to Internal Revenue Code (“IRC”) Section 382.

12 unchanged sentences

The Company also considered evidence related to the four sources of taxable income, to determine whether such positive evidence outweighed the negative evidence.

The evidence considered

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The evidence considered included:

• future reversals of existing taxable temporary differences;

3 unchanged sentences

In addition to the positive evidence discussed above, the Company considered as positive evidence forecasted future taxable income, the future timing of the reversal of its deferred income tax assets and liabilities, and the evidence from business and tax planning strategies.

At the end of fiscal 2024 and fiscal 2023, in the Company’s evaluation of the weight of available evidence, the Company concluded that its deferred income tax assets were not impaired other than $ 3.5 million of the state net operating losses.

At the end of fiscal 2025 and fiscal 2024, in the Company’s evaluation of the weight of available evidence, the Company concluded that its deferred income tax assets were not impaired other than $ 3.4 million and $ 3.5 million, respectively, of the state net operating losses.

Although the Company believes its estimates are reasonable in the carrying value of its valuation allowances against its deferred income tax items, the ultimate determination of the appropriate amounts of valuation allowance involves significant judgement.

Federal and State Income Tax Payments, Net of Refunds

During the fiscal year ended January 3, 2026, the Company paid U.S.

federal income taxes, net of refunds, totaling $ 3.9 million and paid state income taxes, net of refunds, of $ 0.1 million.

Income tax payments, net of refunds, to any single state did not exceed five percent of the Company’s total income tax paid, net of refunds.

Local income taxes paid by the Company were not

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On July 4, 2025, the law formally titled “An Act to Provide for the Reconciliation Pursuant to Title II of H.

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

The OBBB did not have a material effect on the Company effective income tax rates for fiscal 2025 and is not expected to have a material effective in future years.

However, the bonus depreciation provisions of the OBBB reduced the Company’s cash payments for income taxes by approximately $ 1.2 million for fiscal 2025, based on qualifying assets in fiscal 2025.

During the fiscal year ended January 3, 2026, the Company did not pay income taxes to any jurisdictions outside of the United States.

Debt and Finance Lease Obligations

As of December 28, 2024, and December 30, 2023, outstanding debt and finance leases consisted of the following:

December 28, 2024 December 30, 2023

As of January 3, 2026, and December 28, 2024, outstanding debt and finance leases consisted of the following:

January 3, 2026 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)

( 1,349 ) ( 2,437 )

Unamortized bond discount costs (1)(4)

Unamortized bond discount (1)

( 1,991 ) ( 2,502 )

4 unchanged sentences

Total debt and finance leases, net of current portions $ 595,591 $ 575,063

(1) As of December 28, 2024 and December 30, 2023, long-term debt was comprised of $ 300.0 million of senior secured notes issued in October 2021.

These notes are presented under the Long-term debt caption of the Company’s consolidated balance sheets at $ 295.1 million and $ 293.7 million as of December 28, 2024 and December 30, 2023, respectively.

This presentation is net of discount of $ 2.5 million and $ 3.0 million and the combined carrying value of debt issuance costs of $ 2.4 million and $ 3.2 million as of December 28, 2024 and December 30, 2023, respectively.

(1) As of January 3, 2026 and December 28, 2024, long-term debt was comprised of $ 300 million of senior secured notes issued in October 2021.

These notes are presented under the Long-term debt caption of the Company’s consolidated balance sheets at $ 296.7 million and $ 295.1 million as of January 3, 2026 and December 28, 2024, respectively.

This presentation is net of unamortized bond discount of $ 2.0 million and $ 2.5 million and unamortized debt issuance costs of $ 1.3 million and $ 2.4 million as of January 3, 2026 and December 28, 2024, respectively.

The senior secured notes are presented in the above table at face value and have an annual interest rate of 6.0 % through maturity.

(2) No borrowings were outstanding during fiscal 2025 or fiscal 2024.

Available borrowing capacity under this revolving credit facility was $ 346.2 million and $ 346.5 million on December 28, 2024 and December 30, 2023, respectively.

Available borrowing capacity under revolving credit facilities was $ 340.1 million and $ 346.2 million on January 3, 2026 and December 28, 2024, respectively.

Available borrowing capacity is net of undrawn letters of credit commitments.

(3) Refer to Note 13, Lease Commitments , for interest rates associated with finance lease obligations.

(4) Interest expense, net on the Company’s consolidated statement of operations for fiscal 2024, fiscal 2023, and fiscal 2022 reflects amortization of debt issuance costs and discount costs of $ 1.3 million, $ 1.3 million, and $ 1.2 million, respectively.

(3) Refer to Note 13, Lease Commitments , to the consolidated financial statement for interest rates associated with finance lease obligations.

BLUELINX HOLDINGS INC.

1 unchanged sentence

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

Fiscal Year Ended

December 28, 2024 December 30, 2023 December 31, 2022

(in thousands)

(in thousands) Fiscal Year Ended

January 3, 2026 December 28, 2024 December 30, 2023

(53 weeks) (52 weeks) (52 weeks)

Interest expense $ 49,680 $ 47,169 $ 44,654

$ 47,169 $ 44,654 $ 45,500

interest income 17,326 27,805 20,908

Interest expense, net $ 32,354 $ 19,364 $ 23,746

(1) Includes amortization of debt issuance costs and bond discount

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 $ 1.5 million, $ 1.3 million, and $ 1.3 million for fiscal year 2025, 2024, and 2023, respectively.

Interest income for fiscal year 2025 and 2024 included $ 0.5 million and $ 2.7 million, respectively, received and related to retroactive adjustments associated with certain antidumping duties for imported wood moulding and millwork products (see Note 1, Summary of Significant Accounting Policies , to the consolidated financial statements, under the heading Inventory).

Interest expense for fiscal year 2025 and 2024 included $ 0.8 million and $ 1.2 million, respectively, of estimated interest expense related to import duties that the Company believes it may owe (see Note 14, Commitments and Contingencies, to the consolidated financial statements ) .

Senior Secured Notes

4 unchanged sentences

The 2029 Notes will mature on November 15, 2029, however at the sole discretion of the Company, the notes may be redeemed, in whole or in part, prior to scheduled maturity.

Early redemptions made by the Company prior to November 15, 2026 would require the Company to pay a redemption premium, as defined in the Indenture.

Interest expense for the 2029 Notes totaled $ 18.0 million for fiscal 2024, fiscal 2023, and fiscal 2022.

Revolving Credit Facility

In April 2018, the Company and certain subsidiaries entered into the Amended and Restated Credit Agreement for a revolving credit facility with Wells Fargo Bank, National Association, as administrative agent (“the Agent”), and certain other financial institutions.

In August 2021, the Company entered into a second amendment to this revolving credit facility to, among other things, extend the maturity date of the facility to August 2, 2026, and reduce the interest rate on borrowings under the facility, and in June 2023, the Company entered into a third amendment to this revolving credit facility to, among other things, replace the interest rate based on the London interbank offered rate (“LIBOR”) thereunder with an interest rate based on the secured overnight financing rate (“SOFR”) and a customary spread adjustment (as amended, the “Revolving Credit Facility”).

In October 2021, in conjunction with the offering of the 2029 Notes, the Company reduced the credit limit of the Revolving Credit Facility from $ 600.0 million to $ 350.0 million.

The Revolving Credit Facility provides for a senior secured asset-based revolving loan and letter of credit facility of up to $ 350.0 million, as amended.

The obligations under the Revolving Credit Facility 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, under the Amended and Restated Guaranty and Security Agreement.

From and after June 30, 2023, borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to (i) Adjusted Term SOFR (calculated as SOFR plus 0.1 %) plus a margin ranging from 1.25 percent to 1.75 percent, with the margin determined based upon average excess availability for the immediately preceding fiscal quarter for loans based on SOFR, or (ii) the Agent’s base rate plus a margin ranging from 0.25 percent to 0.75 percent, with the margin based upon average excess availability for the immediately preceding fiscal quarter for loans based on the base rate.

Prior to June 30, 2023, borrowings under the Revolving Credit Facility bore interest at a rate per annum equal to (i) LIBOR plus a margin ranging from 1.25 percent to 1.75 percent, with the margin determined based upon average excess availability for the immediately preceding fiscal quarter for loans based on LIBOR, or (ii) the Agent’s base rate plus a margin ranging from 0.25 percent to 0.75 percent, with the margin based upon average excess availability for the immediately preceding fiscal quarter for loans based on the base rate.

Early redemptions made by the Company prior to November 15, 2026 could require the Company to pay a redemption premium, as defined in the Indenture.

Interest expense for the 2029 Notes totaled $ 18.0 million in each of the fiscal years 2025, 2024, and 2023.

Revolving Credit Facility and Prior Revolving Credit Facility

On August 27, 2025, the Company entered into a new credit agreement with 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 “Credit Agreement”).

The 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 $ 3.1 million in connection with execution of the 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 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 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.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Borrowings under the Revolving Credit Facility are subject to availability under the borrowing base (as that term is defined in the revolving credit agreement).

The Company would be required to repay the Revolving Credit Facility to the extent that such revolving borrowings exceed the borrowing base then in effect.

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

As of December 28, 2024, we had zero outstanding borrowings and excess availability, including cash in qualified accounts, of $ 851.8 million under our Revolving Credit Facility.

As of December 30, 2023, we had zero outstanding borrowings and excess availability, including cash in qualified accounts, of $ 868.2 million under our Revolving Credit Facility.

Available borrowing capacity under our Revolving Credit Facility was $ 346.2 million and $ 346.5 million on December 28, 2024 and December 30, 2023, respectively.

During fiscal 2024, fiscal 2023, and fiscal 2022, the Company incurred no interest expense for the Revolving Credit Facility since no borrowings were outstanding during those fiscal years.

During fiscal 2024, fiscal 2023, and fiscal 2022, the Company incurred $ 1.0 million, $ 1.0 million, and $ 1.0 million respectively, of fees associated with the Revolving Credit Facility, primarily unused line fees.

If borrowings are outstanding under the 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 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 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 on August 27, 2025 and the balance of its unamortized debt issuance costs was not material.

As of January 3, 2026, we had zero outstanding borrowings and excess availability, including cash in qualified accounts, of $ 725.9 million under our Revolving Credit Facility.

As of December 28, 2024, we had zero outstanding borrowings on the Prior Revolving Credit Facility and excess availability, including cash in qualified accounts, of $ 851.8 million under our Prior Revolving Credit Facility.

Available borrowing capacity under our Revolving Credit Facility and Prior Revolving Credit Facility was $ 340.1 million and $ 346.2 million on January 3, 2026 and December 28, 2024, respectively.

During fiscal 2025, fiscal 2024, and fiscal 2023, the Company incurred no interest expense for the Revolving Credit Facility or Prior Revolving Credit Facility since no borrowings were outstanding during those fiscal years.

During fiscal 2025, 2024, and 2023, the Company incurred $ 0.9 million, $ 1.0 million, and $ 1.0 million respectively, of fees associated with the Revolving Credit Facility, primarily unused line fees.

These expenses are included in Interest expense, net on the Company‘s consolidated statement of operations.

2 unchanged sentences

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

The Company was in compliance with all covenants as of December 28, 2024.

The Company was in compliance with all covenants as of January 3, 2026.

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 and vehicles, and real estate, with the majority of those finance leases related to real estate.

For more information on our finance lease obligations, refer to Note 13, Lease Commitments .

As of December 28, 2024 and December 30, 2023, the Company has no assets or liabilities for which the carrying value is remeasured to fair value at the end of each reporting period.

The Company’s finance lease liabilities consist of leases related to vehicles, real estate, and equipment.

For more information on the Company’s finance lease obligations, refer to Note 13, Lease Commitments, to the consolidated financial statements.

As of January 3, 2026 and December 28, 2024, the Company has 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.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Disclosures

1 unchanged sentence

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

December 28, 2024 December 30, 2023

January 3, 2026 December 28, 2024

Carrying Value (1)

2 unchanged sentences

2029 Notes $ 296,660 $ 295,594 $ 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.

See Note 8, Debt and Finance Lease Obligations .

There were no borrowings outstanding under the Company’s Revolving Credit Facility during fiscal 2024 or fiscal 2023.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

However, the fair value of any outstanding borrowing under the Revolving Credit Facility would approximate the carrying value of the outstanding borrowings since the interest rate is variable and reflective of market interest rates.

(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 $ 3.3 million and $ 4.9 million as of January 3, 2026 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 8, Debt and Finance Lease Obligations, to the consolidated financial statements.

There were no borrowings outstanding under the Company’s Revolving Credit Facility or Prior Revolving Credit Facility during fiscal 2025 or fiscal 2024.

However, the fair value of any outstanding borrowing under the revolving credit facilities would approximate the carrying value of the outstanding borrowings since the interest rate is variable and reflective of market interest rates.

Employee Retirement Plans

Multiemployer Pension Plans

The Company is involved in various multiemployer pension plans (“MEPPs”) that provide retirement and certain disability benefits to certain union employees in accordance with certain collective bargaining agreements (“CBAs”).

Multi-Employer Pension Plans

The Company is involved in various multi-employer pension plans (“MEPPs”) that provide retirement and certain disability benefits to certain union employees in accordance with certain collective bargaining agreements (“CBAs”).

As one of many participating employers in these MEPPs, the Company is generally responsible with the other participating employers for any plan underfunding.

5 unchanged sentences

The amount of such payments (known as a complete or partial withdrawal liability) generally would equal the Company’s proportionate share of the plan’s unfunded vested benefits.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Only one of the MEPP plans is currently deemed to be significant to the Company, and the following table provides the required disclosures for this plan.

“Contributions” represent the amounts contributed by the Company during the fiscal years presented:

Contributions (In millions)

($ amounts in thousands) Contributions by Company

Pension Fund:

2 unchanged sentences

Central States, Southeast and Southwest Areas Pension Fund (“Central States Plan”) 366044243 Critical

(December 31, 2024) RP No $ 0.4 $ 0.3 $ 0.4

Total $ 0.4 $ 0.3 $ 0.4

(December 31, 2025 and 2024) RP No $ 388.6 $ 350.0 $ 357.8

(1) Funding Improvement Plan or Rehabilitation Plan, as defined by the Pension Protection Act of 2006

4 unchanged sentences

These payments are payable monthly for a period of 20 years.

The Company’s liability for the remainder of these payments was $ 6.5 million as of December 28, 2024.

The Company’s liability for the remainder of these payments was $ 6.2 million as of January 3, 2026.

The Company may, in the future, record an additional liability if required by an event of our complete withdrawal from the plan or a mass withdrawal.

4 unchanged sentences

In the case of a mass withdrawal, the liability would not amortize fully under current government regulations, and payments would continue indefinitely.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Defined Contribution Plans

Eligible Company employees can participate in one of two defined contribution plans:

the BlueLinx Corporation Hourly Savings Plan covering hourly employees or the BlueLinx Corporation Salaried Savings Plan covering salaried employees.

Discretionary contributions to the plans are based on employee contributions and compensation, and, in certain cases, participants in the hourly savings plan also receive employer contributions based on union negotiated match amounts.

Employer contributions to the hourly savings plan for fiscal year 2024 were approximately $ 1.1 million, of which less than $ 0.1 million was for fiscal 2023.

Employer contributions for fiscal 2023 were approximately $ 0.9 million and were approximately$ 0.8 million for fiscal 2022.

the BlueLinx Corporation Hourly Savings Plan (“Hourly Plan”) covering most hourly employees or the BlueLinx Corporation Salaried Savings Plan (“Salaried Plan”) covering salaried employees and specific hourly employees groups not included in the Hourly Plan.

Effective January 1, 2025, these plans were merged into the LifeSight Pooled Employer Plan (“LifeSight PEP”) as distinct participating employer plans.

Additionally, effective January 1, 2026 the two plans were merged into a singular plan under LifeSight PEP.

Discretionary matching contributions to the plans are based on employee contributions and compensation, and, in certain cases, participants in the Hourly Plan also receive employer contributions based on union negotiated match amounts.

Employer contributions to the Hourly Plan for fiscal year 2025 were approximately $ 1.1 million, of which $ 0.1 million was for fiscal 2024.

Employer contributions for fiscal 2024 were approximately $ 1.1 million, of which less than $ 0.1 million was for fiscal 2023.

Employer contributions were approximately $ 0.9 million for fiscal 2023.

Employer contributions to the salaried savings plan for fiscal 2025 were approximately $ 2.7 million, of which $ 0.2 million was for fiscal 2024.

Employer contributions to the salaried savings plan for fiscal 2023 were approximately $ 2.5 million.

Employer contributions to the salaried savings plan for fiscal 2024 were approximately $ 2.5 million, of which $ 0.1 million was for fiscal 2023.

Employer contributions to the salaried savings plan for fiscal 2023 were approximately $ 2.5 million.

Single-Employer Defined Benefit Pension Plan

4 unchanged sentences

The DB Plan’s assets were maintained in a separate trust entity prior to settlement, and then used to fund the settlement transaction as described below.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Effective December 5, 2023, the Company settled the frozen DB Plan by purchasing an irrevocable nonparticipating annuity contract with an insurance company (the “buy-out contract”).

1 unchanged sentence

715, Compensation-Retirement Benefits , and the DB Plan and Company, as sponsor, have been relieved of primary responsibility for the benefits obligations.

Participants of the DB Plan who had a vested benefit of less than $ 5,000 were paid a one-time and final lump sum distribution, including the option to roll over their vested balance to an individual retirement account at a financial institution.

Immediately before the settlement, benefit obligations and plan assets of the DB Plan were $ 78.7 million and $ 78.7 million, respectively.

The plan assets included a final cash contribution of $ 6.9 million made by the Company, as sponsor, at the time the buy-out contract was purchased.

Other than the aforementioned $ 6.9 million, the Company was not required to and did not make any contributions in fiscal 2023 or fiscal 2022 to the DB Plan.

The plan assets included a final cash contribution of $ 6.9 million made by the Company in fiscal 2023, as sponsor, at the time the buy-out contract was purchased.

During fiscal 2024, the Company received a net refund of $ 2.5 million related to an adjustment to the settlement cost.

1 unchanged sentence

Just prior to settlement, the Company’s accumulated other comprehensive loss included unrecognized pension cost of $ 30.4 million plus unrecognized deferred taxes of $ 4.5 million, for a total of $ 34.9 million and these amounts were reclassified into earnings at settlement in fourth quarter of fiscal 2023.

As previously disclosed, during fiscal 2013 the Company contributed two properties to the DB Plan in lieu of a cash contribution, and then entered into a lease for each of these properties and continued to use the properties in the Company’s distribution operations.

The DB Plan engaged an independent fiduciary to manage the properties on behalf of the DB Plan.

During fiscal 2022 and in anticipation of the settlement of the DB Plan, the Company repurchased these two real estate properties from the DB Plan for $ 11.1 million and terminated the associated leases.

The repurchase in 2022 included certain land and buildings, located in Charleston, S.C.

and Buffalo, N.Y., valued at approximately $ 11.1 million by independent appraisals.

The repurchase amount is included in pension contributions within the operating activities section of the Company’s consolidated statements of cash flows for the fiscal year ended December 30, 2022.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Prior to settlement, actuarial assumptions for the plan during fiscal 2023 included considerations for settlement of the DB Plan.

The following tables set forth the change in projected benefit obligation and the change in plan assets for the DB Plan:

December 28, 2024 December 30, 2023

(In thousands)

Change in projected benefit obligation:

Projected benefit obligation at beginning of period $ 2,181 $ 82,752

Interest cost — 4,419

Actuarial gain — ( 240 )

Benefits paid ( 496 ) ( 6,018 )

Settlement ( 1,685 ) ( 78,732 )

Projected benefit obligation at end of period (1)

Change in plan assets:

Fair value of assets at beginning of period $ 2,181 $ 81,231

Actual return on plan assets — ( 1,200 )

Employer contributions — 6,900

Benefits paid ( 496 ) ( 6,018 )

Settlement ( 1,685 ) ( 78,732 )

Fair value of assets at end of period (1)

Net funded status of plan (1)

(1) As disclosed above, the DB Plan was settled during fourth quarter of fiscal 2023.

The remaining residual balances in projected benefit obligations and fair value of assets as of December 30, 2023 were used to fund final expenses and wrap-up activities of the separate trust entity trust, which was closed and terminated during December 2024.

The net adjustment to other comprehensive income (loss) for fiscal 2023 was a $ 32.7 million pre-tax loss.

The net adjustment to other comprehensive income for fiscal 2023 was a $ 32.7 million pre-tax loss.

The amount for fiscal 2023 included a $ 30.4 million settlement loss.

The remainder of the amount for fiscal 2023 was primarily due to a combination of actuarial adjustments at year end in addition to the amortization of unrealized gain and/or losses throughout the fiscal year.

The net periodic pension cost (benefit) for the plan included the following:

The net periodic pension (benefit) cost for the plan included the following:

Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023

9 unchanged sentences

(1) On the Company’s consolidated statements of operations, reported within Other expenses (income), net

(2) The DB Pension Plan was frozen and no service cost has been incurred for the plan since fiscal 2019.

(2) The DB Pension Plan was frozen, and no service cost had been incurred for the plan after fiscal 2019.

The settlement loss in fiscal 2023 and adjustment in fiscal 2024 are reported as a non-operating expense on the Company’s consolidated statement of operations.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following assumptions were used to determine the projected benefit obligation at the measurement date and the net periodic pension cost (credit):

December 30, 2023

Projected benefit obligation:

Discount rate — %

Average rate of increase in future compensation levels N/A

Net periodic pension cost or benefit:

Discount rate 5.34 %

Average rate of increase in future compensation levels N/A

Expected long-term rate of return on plan assets 4.00 %

As disclosed above, the DB Plan was settled effective December 5, 2023.

The assumptions in the table above for the fiscal year ended December 30, 2023 were used to determine net periodic pension cost in fiscal 2023 prior to the settlement.

The annuity purchase price was used to measure the projected benefit obligation on settlement date.

Prior to settlement, estimates of the amount and timing of the Company’s future funding obligations for the DB Plan were based upon various assumptions specified above.

These assumptions include, but are not limited to, the discount rate, projected return on plan assets, and mortality rates.

The rate of increase in future compensation levels had no effect on both the projected benefit obligation and net periodic pension cost, as almost all the participants in the plan were inactive, the remaining active participants were no longer accruing benefits, and the plan was closed to new entrants.

Assumptions for plan settlement liability estimate.

As previously disclosed, plan liabilities were settled through a lump sum offer to certain participants followed by an annuity buyout for remaining participants.

The cost of this settlement was developed relative to the plan-based accounting obligations, segmented by participant status and other demographic subgroups where appropriate.

The primary drivers of cost were lump sum election rates, the cost of lump sums relative to accounting obligations, and the cost to purchase annuities for participants not electing lump sums.

Projected return on plan assets.

Prior to settlement, pension plan assets were managed under a balanced portfolio allocation policy comprised of two major components:

a return-seeking portion and a liability-matching portion.

The expected role of return-seeking investments was designed to achieve a reasonable long-term growth of pension assets with a prudent level of risk, while the role of liability-matching investments was designed to provide a partial hedge against liability performance associated with changes in interest rates.

The objective within return-seeking investments was to achieve asset diversity in order to balance return and volatility.

A designated fiduciary is engaged to manage the day-to-day investment responsibilities for pension plan assets and relationships with certain agents, advisors, and other fiduciaries.

The discount rate.

Prior to settlement, a full yield curve approach was utilized in the estimation of components by applying the specific spot rates along the yield curve of high-quality corporate bonds used in determination of the benefit obligation to the relevant projected cash flows.

Mortality rates.

For fiscal year 2023 and 2022, in conjunction with the decision to settle the DB Plan, the valuations and assumptions reflected adoption of the Society of Actuaries RP-2018 mortality tables with generational mortality improvement and adjustments to reflect the characteristics of the plan in conjunction with actuarial assumptions customary in the insurance industry.

Plan Assets and Long-Term Rate of Return

Prior to settlement, asset return assumptions were based on current and expected asset allocations, as well as historical and expected returns on the plan asset categories.

The allocation of the DB Plan’s assets impacted expected return on plan assets.

The expected return on plan assets was based on a targeted allocation consisting of return-seeking securities (including public equity, real assets, and diversified credit investment strategies), liability-matching securities (fixed income), and cash and cash equivalents.

Net benefit cost increased as the expected return on plan assets decreased.

Actual long-term asset allocations on average were designed to approximate targeted allocation.

Targeted allocation was driven by investment strategy to earn a reasonable rate of return while maintaining risk at acceptable levels through the diversification of investments across and within various asset categories.

For fiscal 2023, an expected rate of return on plan assets of 4.00 % was used.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Prior to settlement, the investment policy for the DB Pension Plan, in general, was to achieve a reasonable long-term rate of return on plan assets with an acceptable level of risk in order to maintain adequate funding levels.

The plan’s investment committee established risk mitigation policies and regularly monitored investment performance and investment allocation policies, with a third-party investment advisor executing on these strategies.

A designated fiduciary was utilized to manage the day-to-day investment responsibilities for plan assets and relationships with certain agents, advisors, and other fiduciaries.

Share-Based Compensation

On May 20, 2021 at its annual meeting of stockholders, the Company’s stockholders approved the BlueLinx Holdings, Inc.

2021 Long-Term Incentive Plan (the “2021 Plan”), which had already been approved by the Company’s board of directors.

The 2021 Plan permits the grant of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance units, cash-based awards, and other share-based awards to eligible employees and board members who are selected by the Company’s board of directors or a committee of the board of directors.

The Company has reserved 750,000 shares of its common stock for issuance under the 2021 Plan.

The Company maintains the BlueLinx Holdings, Inc.

2021 Long-Term Incentive Plan (the “2021 Plan”), which permits the grant of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance units, cash-based awards, and other share-based awards to eligible employees and board members who are selected by the Company’s board of directors or a committee of the board of directors.

The Company reserved 750,000 shares of its common stock for issuance under the 2021 Plan.

At any time, the number of remaining shares available for future grants against the 750,000 share authorization is determined by:

4 unchanged sentences

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

As of December 28, 2024, there were 508,060 shares of common stock available for issuance pursuant to future equity-based compensation awards under the 2021 Plan.

As of January 3, 2026, there were 343,831 shares of common stock available for issuance pursuant to future equity-based compensation awards under the 2021 Plan.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company typically issues new shares of its common stock to participants upon the exercise or vesting of vested grants out of the total amount of common shares available for issuance under the aforementioned plan.

The 2021 Plan does not permit the payment of dividends or dividend equivalents on unvested grants that include underlying shares of the Company’s common stock.

During fiscal years 2024, 2023 and 2022, the Company issued service-based and performance-based RSU grants to eligible employees and members of the Company’s board of directors.

During fiscal 2024 and 2023, the Company issued service-based and performance-based RSU grants to eligible employees and members of the Company’s board of directors.

During fiscal 2025, the Company issued service-based and market-based RSU grants to eligible employees and members of the Company’s board of directors.

Performance-based and market-based grants typically also have a service requirement for vesting, similar to the service-based awards.

Each RSU represents a contingent right to receive one share of our common stock at a future date.

Service-Based Restricted Stock Units

Service-Based Restricted Stock Units (Time-based)

Service-based RSUs are issued to eligible employees and members of the Company’s board of directors.

1 unchanged sentence

Service-based RSUs issued to employees of the Company typically vest ratably over a three-year service vesting period.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes activity for service-based RSUs for fiscal years 2025, 2024, and 2023:

9 unchanged sentences

Outstanding as of December 28, 2025 210,283 97.08

The total fair value of service-based RSUs that vested in fiscal 2024, fiscal 2023, and fiscal 2022 was $ 11.0 million, $ 14.3 million and $ 26.8 million, respectively.

Granted 250,637 72.26

Vested ( 104,701 ) 97.08

Forfeited ( 54,647 ) 87.48

Outstanding as of January 3, 2026 301,572 77.85

The total fair value of service-based RSUs that vested in fiscal 2025, 2024, and 2023 was $ 7.4 million, $ 11.0 million and $ 14.3 million, respectively.

If all grant recipients provide the required service to the Company over the remaining vesting periods, all 301,572 of the outstanding time-based RSUs are expected to vest.

Performance-Based Restricted Stock Units

1 unchanged sentence

The grant recipient must also typically complete a three-year service vesting period.

As of December 28, 2024, the three-year vesting period and metrics have not been achieved for the performance-based RSUs granted in fiscal 2024, 2023 or 2022.

Expense for the fiscal year ended December 28, 2024 includes a credit of $ 4.3 million related to cumulative adjustments for certain unvested restricted stock unit grants that were granted in June 2022 and at various times in 2023 that are subject to vesting based, in part, on performance criteria that are not expected, as of December 28, 2024, to be fully achieved before the end of the applicable vesting periods that end on either June 28, 2025 or July 4, 2026.

Expense for fiscal year 2024 included a credit of $ 4.3 million related to cumulative adjustments for performance-based RSUs granted in 2022 and 2023.

At the time of the expense adjustments in fiscal 2024, the performance metrics for the 2022 performance-based RSUs were expected to be partially achieved while the performance metrics for the 2023 performance-based RSUs were not expected to be achieved.

Based on the partial achievement of the performance metrics through the end of the

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

performance period on June 28, 2025 for the 2022 performance-based RSUs, a total of 5,780 shares of common stock were issued with a grant-date fair value of $ 0.4 million and 34,275 of the RSUs expired unvested in fiscal 2025.

Expense for fiscal year 2025 includes a credit of $ 1.2 million related to cumulative adjustments for performance-based RSUs granted in 2024.

At the time of the expense adjustments in fiscal 2025, the performance metrics for the 2024 performance-based RSUs were not expected to be achieved.

No performance-based RSUs were granted in fiscal 2025.

The following table summarizes activity for performance-based RSUs for fiscal years 2025, 2024 and 2023.

The number outstanding as of December 31, 2022, December 30, 2023, and December 28, 2024 include all then-outstanding performance-based RSUs, including those for which the performance criteria were not expected to be achieved at or before the applicable vesting periods.

The number outstanding as of December 30, 2023, December 28, 2024, and January 3, 2026 include all then-outstanding performance-based RSUs, including those for which the performance criteria were not expected to be achieved at or before the applicable vesting periods.

Performance-Based

Awards Weighted Average Grant-Date Fair

6 unchanged sentences

Outstanding as of December 28, 2024 135,447 86.29

Vested ( 5,780 ) 71.15

Forfeited or expired ( 50,858 ) 77.99

Outstanding as of January 3, 2026 78,809 94.61

Based on the expected achievement of the performance metrics as of January 3, 2026, none of the 78,809 outstanding performance-based RSUs are expected to vest.

Market-Based Restricted Stock Units

During fiscal 2025, the Company issued RSUs to certain members of senior management that vest based on the performance of the Company’s common stock and total shareholder return over a three-year period compared to a group of other public companies that also serve the building products industry.

The grant recipients must also provide service to the Company over the three-year period in order for these market-based RSUs to vest.

Awards Weighted Average Grant-Date Fair

Outstanding as of December 28, 2024 — $ —

Granted 56,966 89.96

Forfeited ( 2,770 ) 89.96

Outstanding as of January 3, 2026 54,196 89.96

Based on an interim assessment of the market-based metrics through January 3, 2026, the Company expects that approximately 45 % of the outstanding market-based RSUs will vest.

This estimate will likely change over the course of the three-year evaluation period that ends June 30, 2028.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Compensation Expense

1 unchanged sentence

The Company recognized related income tax benefits in fiscal years 2025, 2024 and 2023 of $ 3.3 million, $ 2.8 million, and $ 2.6 million, respectively.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 28, 2024, there was approximately $ 16.9 million of unrecognized compensation expense related to service-based RSUs and performance-based RSUs.

As of January 3, 2026, there was approximately $ 26.4 million of unrecognized compensation expense associated with all of the unvested RSUs and $ 21.6 million excluding the outstanding 2023 and 2024 performance-based RSUs that are not currently expected to vest.

The unrecognized compensation expense is expected to be recognized over a weighted average term of approximately 2.04 years.

17 unchanged sentences

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.

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 fiscal 2024, fiscal 2023, and fiscal 2022 were as follows:

For unvested performance-based share-based grants, the dilutive effect is included only for grants where the performance goals have been achieved as of the end of the current reporting period.

For unvested market-based share-based grants, the dilutive effect is included to the extent that some or all of the market-based vesting requirements have been achieved under a hypothetical assumption that the end of the current reporting period is also the end of the measurement period for the market-based metrics.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The reconciliations of basic net income and diluted earnings per common share for fiscal 2025, 2024, 2023 were as follows:

Fiscal Year Ended

December 28, 2024 December 30, 2023 December 31, 2022

(amounts in thousands, except per share amounts)

(amounts in thousands, except per share amounts) January 3, 2026 December 28, 2024 December 30, 2023

(53 weeks) (52 weeks) (52 weeks)

Net income $ 219 $ 53,116 $ 48,536

4 unchanged sentences

Diluted earnings per share $ 0.02 $ 6.19 $ 5.39

For fiscal years 2024, 2023, and 2022, weighted-average unvested time-based restricted stock units totaling 376 , 107,498 , and 69,070 , respectively, and weighted-average unvested performance-based restricted stock units totaling 118,938 , 82,042 , and 30,860 , respectively, were outstanding but not included in the computation of diluted earnings per share for the respective periods.

The unvested time-based restricted stock units were excluded because they were antidilutive based on their unearned compensation amounts and on the Company’s average stock price during the periods.

The unvested performance-based

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

restricted stock units were excluded because their performance metrics had not been achieved as of the end of the respective reporting period.

Weighted-average unvested restricted stock units totaling 121,057 , 376 , and 107,498 , for fiscal years 2025, 2024, and 2023, respectively, were not included in the dilutive effect of share-based awards for the respective periods because their effects were antidilutive.

Additionally, as of January 3, 2026, December 28, 2024, and December 30, 2023, unvested performance-based RSUs of 78,809 , 118,938 , and 82,042 , respectively, were not evaluated for their potential dilutive effects 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.

Share Repurchases

Under the Company’s 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.

2021/2022 Authorization

On August 23, 2021, the Company’s board of directors approved a stock repurchase program that authorized the Company to repurchase up to $ 25.0 million of its common stock.

During the first quarter of fiscal 2022, the Company repurchased 81,331 shares of its common stock under this program at an average price of $ 79.03 per share.

On May 3, 2022, the Company’s board of directors increased the share repurchase authorization to $ 100 million and the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase $ 60 million of its common stock.

Under the ASR Agreement, the Company received delivery of 801,015 shares of its common stock in fiscal 2022 at an average price of $ 74.90 per share.

On May 3, 2022, the Company’s board of directors increased the share repurchase authorization to $ 100 million.

During fiscal 2023, the Company exhausted the remaining available capacity under its stock repurchase program by completing the repurchases of 404,796 shares at an average price of $ 82.91 through October 2023.

1 unchanged sentence

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

Under this share repurchase program, 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.

During the fourth quarter of fiscal 2023, the Company repurchased 101,516 shares of its common stock at an average price of $ 84.45 , including broker commissions but excluding excise taxes.

During fiscal 2023, the Company repurchased 101,516 shares of its common stock at an average price of $ 84.45 , including broker commissions but excluding excise taxes.

As of December 28, 2024, a total of 530,146 shares of the Company’s commons stock have been repurchased under the 2023 authorization at an average price of $ 100.99 , including broker commissions but excluding excise taxes.

As of December 28, 2024, there remains $ 46.5 million repurchase capacity under this authorization.

Common stock repurchases of $ 45.3 million and $ 42.5 million for fiscal years 2024 and 2023, respectively, as indicated on the Company’s consolidated statement of stockholders’ equity include accrued excise taxes of $ 0.4 million and $ 0.3 million, respectively, that are deemed to be a cost of the share repurchases.

During fiscal 2024, the Company repurchased 428,630 shares of its common stock at an average price of $ 104.90 , including broker commissions but excluding excise taxes.

During fiscal 2025, the Company repurchased 503,556 shares of its common stock at an average price of $ 74.97 , including broker commissions but excluding excise taxes.

As of January 3, 2026, a total of 1,033,702 shares of the Company’s commons stock have been repurchased under the 2023 authorization at an average price of $ 88.32 , including broker commissions but excluding excise taxes.

As of January 3, 2026, there remains $ 8.7 million repurchase capacity under the 2023 authorization.

2025 Authorization

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.

Common stock repurchases of $ 38.1 million, $ 45.3 million, and $ 42.5 million for fiscal years 2025, 2024, and 2023,

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

respectively, as indicated on the Company’s consolidated statement of stockholders’ equity include accrued excise taxes of $ 0.3 million, $ 0.4 million and $ 0.3 million, respectively, that are deemed to be a cost of the share repurchases.

Excise taxes levied against a current year’s share repurchases are typically paid in the following year per applicable law.

4 unchanged sentences

The majority of these leases have remaining lease terms of one to 15 years, some of which include one or more options to extend the leases for five years .

These leases generally provide for fixed annual rentals.

Certain leases include provisions for escalating rent based on, among other things, contractually defined increases and/or changes in the Consumer Price Index (“CPI”).

9 unchanged sentences

The Company has also made an accounting policy election to not separate lease components from non-lease components related to its mobile fleet asset class.

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s finance lease liabilities consist of leases related to real estate, equipment and vehicles.

5 unchanged sentences

Gains on these sale-leaseback transactions were deferred and are being recognized in earnings.

As of December 28, 2024 and December 30, 2023, the remaining unrecognized deferred gains related to these transactions were $ 67.2 million and $ 70.5 million, respectively, and these deferred gains are being recognized in earnings on a straight-line basis.

As of January 3, 2026 and December 28, 2024, the remaining unrecognized deferred gains related to these transactions were $ 63.3 million and $ 67.2 million, respectively, and these deferred gains are being recognized in earnings on a straight-line basis.

During fiscal 2025, 2024 and 2023, the Company recognized $ 3.9 million, $ 3.9 million, $ 3.9 million, respectively, of these deferred gains.

The following table presents the assets and liabilities related to the Company’s finance and operating leases as of December 28, 2024 and December 30, 2023:

Lease assets and liabilities December 28, 2024 December 30, 2023

BLUELINX HOLDINGS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the assets and liabilities related to the Company’s finance and operating leases as of January 3, 2026 and December 28, 2024:

Lease assets and liabilities January 3, 2026 December 28, 2024

(In thousands)

5 unchanged sentences

Current portion

Operating lease liabilities Operating lease liabilities - short term $ 8,478 $ 6,284

Finance lease liabilities Finance lease liabilities - short term 12,541 11,178

Operating lease liabilities Operating lease liabilities - current $ 8,969 $ 8,478

Finance lease liabilities Finance lease liabilities - current 22,348 12,541

Non-current portion

Operating lease liabilities Operating lease liabilities - long term 40,114 32,519

Finance lease liabilities Finance lease liabilities - long term 280,002 274,248

Operating lease liabilities Operating lease liabilities - less current portion 47,075 40,114

Finance lease liabilities Finance lease liabilities - less current portion 298,931 280,002

Total lease liabilities $ 377,323 $ 341,135

(1) Finance lease right-of-use assets are presented net of accumulated amortization of $ 112.3 million and $ 102.9 million as of December 28, 2024 and December 30, 2023, respectively.

(1) Finance lease right-of-use assets are presented net of accumulated amortization of $ 116.3 million and $ 112.3 million as of January 3, 2026 and December 28, 2024, respectively.

(2) During fiscal 2025, 2024 and 2023, the Company added fleet assets under finance leases of $ 44.6 million, $ 19.4 million and $ 19.9 million, respectively.

1 unchanged sentence

The components of lease expense were as follows:

Components of lease expense Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

(in thousands) Fiscal Year Ended January 3, 2026 Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023

(53 weeks) (52 weeks) (52 weeks)

Operating lease cost:

9 unchanged sentences

Cash flow information related to leases was as follows:

Cash flow information Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

(in thousands) Fiscal Year Ended January 3, 2026 Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023

(53 weeks) (52 weeks) (52 weeks)

Cash paid for amounts included in the measurement of lease liabilities

3 unchanged sentences

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

Non-cash information Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023 Fiscal Year Ended December 31, 2022

(In thousands)

(in thousands) Fiscal Year Ended January 3, 2026 Fiscal Year Ended December 28, 2024 Fiscal Year Ended December 30, 2023

(53 weeks) (52 weeks) (52 weeks)

Right-of-use assets obtained in exchange for lease obligations

Operating leases $ 13,908 $ 18,097 $ 1,883

$ 18,097 $ 1,883 $ 7,968

Finance leases 44,564 19,373 19,861

(1) Includes operating lease right-of-use assets obtained in acquisition for fiscal year ended December 31, 2022.

See Note 2, Business Combination , for further information.

Supplemental balance sheet information for right-of-use assets related to leases was as follows:

Balance sheet information December 28, 2024 December 30, 2023

Balance sheet information January 3, 2026 December 28, 2024

($ amounts in thousands)

Finance leases

Property and equipment $ 246,635 $ 241,276

Property and equipment, at cost $ 279,131 $ 246,635

Accumulated depreciation ( 116,262 ) ( 112,316 )

6 unchanged sentences

Finance leases 9.16 % 8.88 %

The major categories of the Company’s finance lease liabilities as of December 28, 2024 and December 30, 2023 are as follows:

Category December 28, 2024 December 30, 2023

The major categories of the Company’s finance lease liabilities as of January 3, 2026 and December 28, 2024 are as follows:

Category January 3, 2026 December 28, 2024

(In thousands)

3 unchanged sentences

Total finance leases $ 321,279 $ 292,543

(1) Amounts include $ 125.1 million and $ 125.0 million as of December 28, 2024 and December 30, 2023 , respectively, for sale-leasebacks of real estate in fiscal 2019 and 2020 that did not qualify for sale treatment for accounting purposes.

(1) Amounts include $ 124.1 million and $ 125.1 million as of January 3, 2026 and December 28, 2024, respectively, for sale-leasebacks of real estate in fiscal 2019 and 2020 that did not qualify for sale treatment for accounting purposes.

BLUELINX HOLDINGS INC.

1 unchanged sentence

Under the short-term lease exception provided within ASC 842, the Company does not record a lease liability or right-of-use asset for any lease that has a lease term of 12 months or less at commencement.

Below is a summary of undiscounted finance and operating lease liabilities that have initial terms in excess of one year as of December 28, 2024.

Below is a summary of undiscounted finance and operating lease liabilities that have initial terms in excess of one year as of January 3, 2026.

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 consolidated balance sheets, including options to extend lease terms that are reasonably certain of being exercised.

14 unchanged sentences

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.

Customs is expected to review the Company’s prior disclosure submission in the first quarter of 2025.

However, as of December 28, 2024, the Company estimates 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 consolidated balance sheet as of December 28, 2024.

On the Company’s consolidated statements of operations, expense of $ 8.0 million, excluding interest, was recognized during fiscal 2024 within Cost of products sold.

The Company has received notice that U.S.

Customs is confirming the origin of certain imported hardwood plywood products sold by the Company.

The Company has provided substantiating documentation to U.S.

Customs and is continuing to work with U.S.

Customs in response to the request.

At this time, the Company is unable to reasonably predict the possible outcome of this matter or provide a range of potential losses, if any, as a result of the request.

See Note 1, Summary of Significant Accounting Policies , under the heading Inventory, for disclosure concerning another matter related to import duties.

As of January 3, 2026, the Company estimates 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 consolidated balance sheets as of January 3, 2026 and December 28, 2024.

On the Company’s consolidated statement of operations, expense of $ 8.0 million, excluding interest, was recognized during fiscal 2024 within Cost of products sold.

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 import 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.

For disclosure concerning another matter related to import duties, see Note 1, Summary of Significant Accounting Policies , to the consolidated financial statements, under the heading Inventory.

Environmental Matters

2 unchanged sentences

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

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

Based on presently available information, the Company has no material obligations for environmental matters as of January 3, 2026.

BLUELINX HOLDINGS INC.

1 unchanged sentence

Collective Bargaining Agreements

As of December 28, 2024, the Company employed approximately 2,000 associates and less than one percent of these associates are employed on a part-time basis.

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

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

Six CBAs covering approximately 6 % 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 4 % 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.

Commitments to Purchase Inventory

7 unchanged sentences

Accumulated other comprehensive income (loss) is separately presented on the consolidated balance sheet as part of total stockholders’ equity.

The changes in accumulated balances for each component of other comprehensive income (loss) for fiscal 2023 and fiscal 2022 were as follows:

The changes in accumulated balances for each component of other comprehensive income for fiscal 2023 were as follows:

Impact of defined benefit pension plan, net of tax Other, net of tax Total

1 unchanged sentence

Balance as of end of fiscal 2022, net of tax $ ( 32,675 ) $ 1,263 $ ( 31,412 )

Other comprehensive (loss) income, net of tax (1)

( 2,430 ) 378 ( 2,052 )

Balance as of end of fiscal 2022, net of tax $ ( 32,675 ) $ 1,263 $ ( 31,412 )

Other comprehensive income (loss), including tax (1)

1 unchanged sentence

Balance as of end of fiscal 2023 (2)

(1) For fiscal 2022, included $ 2.4 million of net other comprehensive loss, net of deferred tax benefit of $ 0.8 million, related to the defined benefit pension plan for actuarial adjustments and amortization of unrecognized amounts from prior years.

(2) For fiscal 2023, included $ 32.7 million related to the single-employer defined benefit pension plan, as follows:

(1) Included $ 32.7 million related to the single-employer defined benefit pension plan, as follows:

$( 3.1 ) million net of tax of $ 1.1 million for actuarial adjustments;

$ 0.9 million net of tax of $( 0.3 ) million for amortization of unrecognized amounts from prior years;

$ 0.9 million net of tax of $( 0.3 ) for amortization of unrecognized amounts from prior years;

and $ 30.4 million plus tax of $ 4.5 million for the settlement of the plan and reclassification of these amounts to earnings.

2 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data