What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-18 · 51 added, 27 removed, 186 unchanged (30% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

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

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

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

Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the controls and procedures were effective as of January 3, 2026, to ensure that material information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer , as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control

During the fiscal year ended December 28, 2024, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the fiscal year ended January 3, 2026, we did not make any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

3 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 28, 2024, using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework.

Based on that evaluation, management believes that our internal control over financial reporting was effective as of December 28, 2024.

The effectiveness of our internal control over financial reporting as of December 28, 2024, has been audited by Ernst & Young LLP, an independent registered public accounting firm, which also audited our consolidated financial statements for the year ended December 28, 2024.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 3, 2026, using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control-Integrated Framework.

Based on that evaluation, management believes that our internal control over financial reporting was effective as of January 3, 2026.

During fiscal 2025, we completed the acquisition of Disdero Lumber Co., LLC (“Disdero”).

Subsequently, we have begun integration and controls assessment activities.

See Note 2, Business Combination , for additional information.

Disdero represented 0.4 percent of our Net sales for the fiscal year ended January 3, 2026 and 6.4 percent of our total assets as of January 3, 2026.

Because we acquired Disdero during the current fiscal year, we have excluded Disdero from our assessment of Section 404 of the Sarbanes-Oxley Act for fiscal 2025, as permitted.

The effectiveness of our internal control over financial reporting as of January 3, 2026, has been audited by Ernst & Young LLP, an independent registered public accounting firm, which also audited our consolidated financial statements for the year ended January 3, 2026.

Ernst & Young LLP’s report on our internal control over financial reporting is set forth below.

2 unchanged sentences

Opinion on Internal Control Over Financial Reporting

We have audited BlueLinx Holdings Inc.’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) (the COSO criteria).

We have audited BlueLinx Holdings Inc.’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) (the COSO criteria).

In our opinion, BlueLinx Holdings Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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 and our report dated February 18, 2025 expressed an unqualified opinion thereon.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of January 3, 2026, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Disdero Lumber Co., LLC (Disdero), which is included in the fiscal 2025 consolidated financial statements of the Company and constituted 6.4% of total assets as of January 3, 2026 and 0.4% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Disdero.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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 and our report dated February 24, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

23 unchanged sentences

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

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

Election of Directors,” “More Information about the Board of Directors,” “Communications with the Board of Directors,” “Director Compensation for 2025,” “Audit Committee Report,” “Corporate Governance Guidelines and Code of Conduct,” and “Insider Trading Policy and Prohibition on Hedging and Pledging” in our Proxy Statement for our 2026 Annual Meeting of Stockholders of BlueLinx Holdings Inc.

to be filed within 120 days after the end of our 2025 fiscal year.

4 unchanged sentences

Equity Compensation Plan Information

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

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

8 unchanged sentences

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

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

As of January 3, 2026, we have no outstanding stock options or warrants.

Plan Category

14 unchanged sentences

Total 434,577 $ — 343,831

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

(1) Includes 301,572 service-based restricted stock units, 78,809 performance-based restricted stock units, and 54,196 market-based restricted stock units assuming the applicable vesting requirements are met.

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

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

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

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

The performance-based restricted stock units and the market-based restricted stock units vest upon the achievement of specified performance goals or market-based goals, in addition to service requirements.

Up to an additional 78,809 plus 54,196 shares would be issuable under the performance-based awards and market-based awards, respectively, if the maximum goals are achieved.

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

17 unchanged sentences

(incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 13, 2016)

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

3.3 Third Amended and Restated ByLaws of BlueLinx Holdings Inc., dated November 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on November 21, 2023)

3.4 Amendment to Third Amended and Restated ByLaws of BlueLinx Holdings Inc., dated February 3, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on February 6, 2026)

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

16 unchanged sentences

Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 27, 2015) ±

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

Exhibit Number Item

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

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

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

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

25 unchanged sentences

10.26 Employment Agreement, dated July 6, 2023, between BlueLinx Holdings Inc.

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

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

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

11 unchanged sentences

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

19.1 Insider Trading Policy *

10.33 Promotion Notice and Employment Offer Letter from BlueLinx Corporation to Michael Wilson, Chief Commercial Officer, dated March 21, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on April 25, 2025) ±

10.34 Employment Agreement by and among BlueLinx Corporation, BlueLinx Holdings Inc., and C.

Kelly Wall, dated May 12, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 13, 2025 ±

10.35 Form of 2025 Director Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc.

2021 Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on July 29, 2025) ±

10.36 Form of 2025 Employee Time-Based Restricted Stock Unit Award Agreement under the BlueLinx Holdings Inc.

2021 Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on July 29, 2025) ±

10.37 Form of 2025 Employee Performance-Based Restricted Stock Unit Award Agreement (TSR) under the BlueLinx Holdings Inc.

2021 Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 11, 2025) ±

10.38 Credit Agreement, dated August 27, 2025, by and among Bank of America N.A., the Lenders, BlueLinx Holdings Inc., the Borrowers, and the Guarantors (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 28, 2025).

10.39 Guaranty and Security Agreement, dated August 27, 2025, by and among the Grantors and Bank of America N.A., as administrative agent for each member of the Lender Group and Bank Product Providers (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 28, 2025).

10.40 Equity Purchase Agreement, dated October 31, 2025, by and among BlueLinx Corporation, Tumac Lumber Co., Inc., and Disdero Lumber Co., LLC (incorporated by reference to Exhibit 10.1 to the Company Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

10.41 Transition Agreement between BlueLinx Corporation and Michael Wilson, dated December 12, 2025 (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on December 15, 2025).

19.1 Insider Trading Policy ( incorporated by reference to the Com pany ’ s Form 10-K filed with the Securities and Exchange Commission on February 18, 2025)

21.1 List of subsidiaries of the Company *

1 unchanged sentence

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

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

31.2 Certification of C .

Kelly Wall, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

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

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

32.2 Certification of C.

Kelly Wall , Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Exhibit Number Item

97.1 BlueLinx Holdings Inc.

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

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

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

20 unchanged sentences

Reddy President, Chief Executive Officer and Director (Principal Executive Officer) February 24, 2026

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

Kelly Wall Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 24, 2026

/s/ Kimberly DeBrock Vice President and Chief Accounting Officer (Principal Accounting Officer) February 24, 2026

Kimberly DeBrock

1 unchanged sentence

/s/ Anuj Dhanda Director February 24, 2026

/s/ Dominic DiNapoli Director February 18, 2025

Dominic DiNapoli

/s/ Christina M.

Corley Director February 24, 2026

Haas Director February 24, 2026

6 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures