What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-04 · 199 added, 303 removed, 317 unchanged (61% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

Three Fiscal Months Ended Nine Fiscal Months Ended

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

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

Net sales $ 731,149 $ 709,226

4 unchanged sentences

Depreciation and amortization 11,974 9,554

Amortization of deferred gains on real estate ( 984 ) ( 984 ) ( 2,951 ) ( 2,952 )

Realization of deferred gains on real estate ( 984 ) ( 984 )

Other operating, net 1,875 ( 2,258 )

3 unchanged sentences

Interest expense, net 9,147 6,580

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

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

(Loss) income before (benefit) provision for income taxes ( 1,819 ) 4,144

(Benefit) provision for income taxes ( 361 ) 1,339

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

Basic earnings per share $ 0.20 $ 1.88 $ 1.09 $ 5.54

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

Net (loss) income $ ( 1,458 ) $ 2,805

Basic (loss) earnings per share $ ( 0.18 ) $ 0.33

Diluted (loss) earnings per share $ ( 0.18 ) $ 0.33

See accompanying Notes.

2 unchanged sentences

(In thousands, except share data)

September 27, 2025 December 28, 2024

April 4, 2026 January 3, 2026

Current assets:

45 unchanged sentences

Shares Amount

Balance, December 28, 2024 8,295 $ 83 $ 124,103 $ 522,255 $ 646,441

Net income — — — 2,805 2,805

Balance, January 3, 2026 7,866 $ 79 $ 94,762 $ 522,474 $ 617,315

Net loss — — — ( 1,458 ) ( 1,458 )

Vesting of restricted stock units 19 (a) (a) — —

2 unchanged sentences

Common stock repurchases and retirements ( 59 ) ( 1 ) ( 3,024 ) — ( 3,025 )

Balance, March 29, 2025 8,120 81 110,973 525,060 636,114

Net income — — — 4,310 4,310

Vesting of restricted stock units 62 1 ( 1 ) — —

Compensation related to share-based grants — — 2,341 — 2,341

Repurchase of shares to satisfy employee tax withholdings ( 18 ) (a) ( 1,245 ) — ( 1,245 )

Common stock repurchases and retirements ( 283 ) ( 3 ) ( 20,205 ) — ( 20,208 )

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

Net income — — — 1,655 1,655

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

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

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

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

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

Balance, April 4, 2026 7,819 $ 78 $ 94,454 $ 521,016 $ 615,548

(a) Activity rounds to less than one thousand dollars

7 unchanged sentences

Repurchase of shares to satisfy employee tax withholdings ( 7 ) (a) ( 507 ) — ( 507 )

Balance, March 30, 2024 8,662 87 166,503 486,631 653,221

Net income — — — 14,336 14,336

Vesting of restricted stock units 57 1 ( 1 ) — —

Compensation related to share-based grants — — 1,405 — 1,405

Repurchase of shares to satisfy employee tax withholdings ( 16 ) (a) ( 1,545 ) — ( 1,545 )

Common stock repurchases and retirements ( 186 ) ( 2 ) ( 15,145 ) — ( 15,147 )

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

Net income — — — 16,016 16,016

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

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

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

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

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

Balance, March 29, 2025 8,120 $ 81 $ 110,973 $ 525,060 $ 636,114

(a) Activity rounds to less than one thousand dollars

3 unchanged sentences

(In thousands)

Nine Fiscal Months Ended

September 27, 2025 September 28, 2024

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

Cash flows from operating activities:

Net income $ 8,770 $ 47,844

Adjustments to reconcile net income to net cash (used in) provided by operations:

Net (loss) income $ ( 1,458 ) $ 2,805

Adjustments to reconcile net (loss) income to net cash used in operations

Depreciation and amortization 11,974 9,554

Amortization of debt discount and issuance costs 389 332

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

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

Provision for deferred income taxes ( 893 ) ( 429 )

Amortization of deferred gains from real estate ( 2,951 ) ( 2,952 )

Realization of deferred gains from real estate ( 984 ) ( 984 )

Share-based compensation 3,091 2,522

5 unchanged sentences

Other assets and liabilities ( 281 ) 4,714

Net cash (used in) provided by operating activities ( 2,050 ) 66,434

Net cash used in operating activities ( 57,226 ) ( 33,908 )

Cash flows from investing activities:

Adjustment in consideration for Disdero acquisition 859 —

Disbursements for property and equipment ( 2,599 ) ( 5,932 )

Proceeds from asset sales and insurance recoveries 2,625 839

Proceeds from sales and insurance recoveries of property & equipment 21 2,540

Net cash used in investing activities ( 1,719 ) ( 3,392 )

10 unchanged sentences

Interest paid during the period $ 7,127 $ 7,157

Net income tax payments $ 3,948 $ 24,224

Net income tax payments (refunds) $ ( 45 ) $ ( 1,077 )

Non-cash investing and financing activities:

1 unchanged sentence

Property and equipment investments funded through accounts payable, net $ 8 $ 504

Obligation for shares repurchases not yet settled $ 250 $ —

Obligation for repurchase of shares to satisfy employee tax withholdings $ 17 $ 479

See accompanying Notes.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 27, 2025

April 4, 2026

Basis of Presentation

9 unchanged sentences

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

The Company’s consolidated balance sheet as of December 28, 2024 contained herein was derived from the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (the “2024 Form 10-K”), as filed with the SEC on February 18, 2025.

The Company’s consolidated balance sheet as of January 3, 2026 contained herein was derived from the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026 (the “2025 Form 10-K”), as filed with the SEC on February 24, 2026.

In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the Company’s results of operations, financial position, and cash flows for the reporting periods presented.

1 unchanged sentence

Therefore, these condensed financial statements and accompanying notes should be read in conjunction with the Company’s 2025 Form 10-K.

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

The results for the fiscal three months ended April 4, 2026 are not necessarily indicative of results that may be expected for the full fiscal year ending January 2, 2027, or any other interim period.

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

1 unchanged sentence

Fiscal 2026 contains 52 weeks and will end on January 2, 2027.

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

Fiscal 2025 contained 53 weeks and ended on January 3, 2026.

Use of Estimates

2 unchanged sentences

Significant Accounting Policies

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

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

The Company has made no material changes to its significant accounting policies described in the notes to the consolidated financial statement included in its 2025 Form 10-K.

The Company did not adopt any new accounting standards during the fiscal three months ended April 4, 2026.

Recent Accounting Pronouncements - Not Yet Adopted

Income Tax Disclosure Improvement .

On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

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

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

They must also further disaggregate income taxes paid.

The ASU’s disclosure requirements apply to all entities subject to Accounting Standards Codification (“ASC”) No.

740, Income Taxes (“ASC 740”).

The overall objective of these disclosure requirements is for an entity, particularly an entity operating in multiple jurisdictions, to disclose sufficient information to enable users of financial statements to understand the nature and magnitude of factors contributing to the difference between the effective income tax rate and the statutory income tax rate.

ASU 2023-09 will be effective for the Company for the fiscal 2025 annual reporting period.

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

The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09.

Costs and Expenses Disclosures.

1 unchanged sentence

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which establishes new disaggregation disclosure requirements for certain costs and expenses in the notes to the consolidated financial statements.

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which establishes new disaggregation disclosure requirements for certain costs and expenses in the

notes to the consolidated financial statements.

Under the new guidance, an entity must provide details of the components of its expense captions from continuing operations presented on the face of the statement of operations as well as a qualitative description of the amounts remaining that are not separately disaggregated quantitatively.

6 unchanged sentences

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

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

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

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

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

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

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

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

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

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

Accounting for and Disclosure of Software Costs .

10 unchanged sentences

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

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

Business Combination

On October 31, 2025 BlueLinx Corporation, a wholly owned subsidiary of BlueLinx Holdings Inc., entered into an equity purchase agreement (the “Purchase Agreement”) and purchased 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 initial purchase price paid 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.

Under the Purchase Agreement, the initial purchase price was subject to customary adjustments, such as adjustments for working capital balances.

During the first quarter of fiscal 2026, adjustments for working capital resulted in a $ 0.9 million reduction in the cash consideration paid by the Company for Disdero.

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

The assets acquired and liabilities assumed in the Disdero acquisition were reflected on the Company’s consolidated balance beginning at 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 for acquired intangible assets (customer relationships, trade name, and non-compete agreements) and goodwill as of the October 31, 2025 acquisition date.

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.

Additionally, the initial fair value estimates initially assigned to inventory assets and lease obligations are still being evaluated for potential revisions during the open measurement period.

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 Measurement Periods Adjustments Revised Preliminary Allocation

(In thousands)

Estimated fair value of identifiable assets acquired and liabilities assumed:

Cash $ 179 $ — $ 179

Accounts receivable 6,377 — 6,377

Inventory 16,024 — 16,024

Prepaid expenses and other assets 220 — 220

Total current assets acquired 22,800 — 22,800

Property & equipment 1,319 — 1,319

Right-of-use lease assets 3,074 — 3,074

Intangible assets:

Customer relationships 47,300 — 47,300

Trade names 12,300 — 12,300

Non-compete agreements 4,700 — 4,700

Total assets acquired 91,493 — 91,493

Accounts payable 1,943 — 1,943

Accrued compensation 1,544 — 1,544

Operating lease obligations 756 — 756

Other current liabilities 331 — 331

Finance lease obligations 181 — 181

Total current liabilities assumed 4,755 — 4,755

Operating lease obligations 2,616 — 2,616

Finance lease obligations 587 — 587

Total liabilities assumed 7,958 — 7,958

Net assets acquired 83,535 — 83,535

Goodwill 11,854 ( 859 ) 10,995

95,389 ( 859 ) 94,530

Less cash acquired ( 179 ) — ( 179 )

Preliminary purchase price $ 95,210 $ ( 859 ) $ 94,351

Under ASC 805, 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, is recorded as goodwill.

Goodwill 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 customer relationships and non-compete agreements is 12 years and 5 years, respectively, based on a preliminary evaluation that is subject to 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.

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

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

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

The Company evaluates the carrying value of its inventory at the end of each fiscal quarter to ensure that inventory, when viewed by category, is carried at the lower-of-cost-or-net-realizable-value (“LCNRV”).

The Company evaluates the

carrying value of its inventory at the end of each fiscal quarter to ensure that inventory, when viewed by category, is carried at the lower-of-cost-or-net-realizable-value (“LCNRV”).

This evaluation also considers matters that may impact the net realizable value of inventory such as damaged or obsolete inventory.

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

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

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

As of April 4, 2026 and January 3, 2026, the carrying values of the Company’s inventory reported on its consolidated balance sheets did not reflect any adjustments for LCNRV matters.

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

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

6 unchanged sentences

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

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

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

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

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

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

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

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

During the fiscal three months ended March 29, 2025, the Company recognized refunds of $ 2.4 million, plus interest of $ 0.5 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.

This adjustment was reflected in Cost of products sold and Interest expense, net, respectively, on the Company’s unaudited condensed consolidated statements of operations for the fiscal three months ended March 29, 2025.

There were no such adjustments for the fiscal three months ended April 4, 2026.

See Note 9, Commitments and Contingencies , to these unaudited consolidated financial statements for disclosures concerning other matters related to import duties.

Goodwill and Intangible Assets, net

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

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

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

The Company consists of one reporting unit, and any impairment assessment requires the Company to determine if the fair value of the reporting unit’s goodwill is less than its carrying amount.

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

In addition, the Company will evaluate the

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

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

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

As disclosed in Note 2, Business Combination , to these unaudited condensed consolidated financial statements, during the fiscal three months ended April 4, 2026 the carrying value of goodwill was reduced by $ 0.9 million to reflect a revision in the consideration paid for the acquisition of Disdero.

During this same fiscal reporting period, the only other change to the carrying values of the Company’s Goodwill and Intangible assets, net, was the scheduled amortization of definite-lived intangible assets.

Amortization expense for intangible assets was $ 2.1 million and $ 1.0 million for the fiscal three months ended April 4, 2026 and March 29, 2025, respectively.

There were no goodwill impairment charges recorded in the fiscal three months ended April 4, 2026 or March 29, 2025, and there were no accumulated goodwill impairment balances as of April 4, 2026 or January 3, 2026.

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

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

Total Carrying Amount

(In thousands)

Balance as of January 3, 2026 $ 67,226

Disdero adjustment (see Note 2 to these unaudited condensed consolidated financial statements)

Balance as of April 4, 2026 $ 66,367

Revenue Recognition

1 unchanged sentence

Sales and usage-based taxes are excluded from revenues.

Three Fiscal Months Ended Nine Fiscal Months Ended

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

Fiscal Three Months Ended

Product type April 4, 2026 March 29, 2025

(In thousands)

8 unchanged sentences

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

Three Fiscal Months Ended Nine Fiscal Months Ended

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

Fiscal Three Months Ended

Sales channel April 4, 2026 March 29, 2025

(In thousands)

7 unchanged sentences

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

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

These expenses were $ 43.6 million and $ 39.4 million for the fiscal three months ended April 4, 2026 and March 29, 2025, respectively.

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

Debt and Finance Lease Obligations

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

September 27, 2025 December 28, 2024

As of April 4, 2026 and January 3, 2026, debt and finance lease obligations consisted of the following:

April 4, 2026 January 3, 2026

(In thousands)

1 unchanged sentence

$ 300,000 $ 300,000

Revolving credit facilities (2)

Revolving credit facility (2)

Unamortized debt issuance costs ( 1,263 ) ( 1,349 )

5 unchanged sentences

Total debt and finance leases, net of current portions $ 592,291 $ 595,591

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

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

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

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

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

(1) As of April 4, 2026 and January 3, 2026, long-term debt was comprised of $ 300 million of senior secured notes (“2029 Notes”) issued in October 2021 and maturing November 15, 2029.

These notes are presented under the Long-term debt caption of the Company’s consolidated balance sheets in the net amounts of $ 296.9 million and $ 296.7 million as of April 4, 2026 and January 3, 2026, respectively.

This balance sheet presentation is net of unamortized discount of $ 1.9 million and $ 2.0 million, respectively, and unamortized debt issuance costs of $ 1.3 million and $ 1.3 million, respectively, as of April 4, 2026 and January 3, 2026.

The 2029 Notes are presented in this table at their face value.

(2) No borrowings were outstanding.

Available borrowing capacity under the revolving credit facility was $ 340.1 million as of April 4, 2026 and January 3, 2026.

The available borrowing capacity reflects undrawn letters of credit.

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

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

(3) The Company’s finance lease obligations consist of leases related to equipment, vehicles, and real estate, with the majority of those finance leases related to real estate.

Amounts on this line include $ 124.0 million and $ 124.1 million as of April 4, 2026 and January 3, 2026, respectively, for sale-leasebacks of real estate in fiscal 2019 and fiscal 2020 that did not qualify for sale treatment for accounting purposes.

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

For additional disclosures about the Company’s finance lease obligations, see Note 7, Leases , to the unaudited condensed consolidated financial statement.

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

Three Fiscal Months Ended Nine Fiscal Months Ended

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

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

(In thousands)

2 unchanged sentences

Interest expense, net $ 9,147 $ 6,580

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

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

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

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

Interest 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 revolving credit facilities that are classified as interest expense, amortization of debt issuance costs for the 2029 Notes and revolving credit facilities, and amortization of original-issue bond discount on the 2029 Notes.

Total amortization of debt issuance costs plus bond discount costs was $ 0.4 million and $ 0.3 million for the fiscal three months ended April 4, 2026 and March 29, 2025, respectively.

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

Refunds received from U.S.

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

Customs for certain retroactive AD/CV import duty adjustments (see Note 3, Inventory, to these unaudited condensed consolidated financial statements) resulted in additional interest income of $ 0.5 million for the fiscal three months ended March 29, 2025.

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

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

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

Revolving Credit Facility and Prior Revolving Credit Facility

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

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

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

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

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

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

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

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

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

A collateral agent is used by the Borrowers.

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

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

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

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

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

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

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

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

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

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

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

The 2029 Notes are secured by a first-priority security interest in substantially all of the Company’s assets, other than accounts receivables, inventory, deposit accounts, securities accounts, business interruption insurance and other related assets.

See Note 12, Fair Value , to these unaudited condensed consolidated financial statements for additional information about the 2029 Notes.

Revolving Credit Facility

The Company’s revolving credit facility is scheduled to mature on August 27, 2030 and initially provides for a senior secured revolving loan and letter of credit facility of up to $ 350 million and also includes a $ 35 million swing line subfacility and letters of credit in an aggregate amount of up to $ 30 million.

Subject to certain conditions and consents, the Company’s borrowing entities have the option to increase the facility by an aggregate additional principal amount of up to $ 300 million which could in the future allow total borrowings of up to $ 650 million.

If borrowings are outstanding, 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 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.

As of April 4, 2026 and January 3, 2026, there were no outstanding borrowings under the revolving credit facility.

During the fiscal first quarters of 2026 and 2025, the Company incurred no interest expense for its revolving credit facilities since no borrowings were outstanding during those fiscal periods.

The revolving credit facility is a senior secured loan and letter of credit facility that is secured by a security interest in substantially all of the Company’s assets (other than real property), including inventories, accounts receivable, and proceeds from those items.

Debt Covenants

The revolving credit facility and the 2029 Notes contain various covenants and restrictions, including customary financial covenants.

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

The Company was in compliance with all such covenants as of April 4, 2026 and January 3, 2026.

The Company’s right to make draws on the revolving credit facility may be conditioned upon, among other things, compliance with these covenants.

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and make fundamental business changes.

Finance Lease Obligations

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

For more information on the Company’s finance lease obligations, refer to Note 7, Leases .

Share-Based Compensation

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

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

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

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

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

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

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

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

Under the authorization of the 2021 BlueLinx Holdings, Inc.

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

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

Many of these lease agreements are non-cancelable and typically have a defined initial lease term, and some provide options to renew at the Company’s election for specified periods of time.

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

The Company’s lease agreements generally provide for fixed annual rentals.

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

The known changes to lease payments are included in the lease liability at lease commencement.

Unknown changes related to CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.

In addition, a subset of vehicle lease cost is considered variable.

Some lease agreements require the Company to pay taxes, insurance, and maintenance expenses associated with the leased assets.

The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company determines if an arrangement is a lease at inception and assesses lease classification as either operating or finance at lease inception or modification.

Operating lease right-of use (“ROU”) assets and liabilities are presented separately on the Company’s consolidated balance sheets.

Finance lease ROU assets are included in property and equipment and the finance lease obligations are presented separately in the Company’s consolidated balance sheets.

When a lease does not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of future payments.

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

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

A majority of the Company’s finance leases relate to real estate.

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

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

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

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

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

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

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

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

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

(In thousands)

Assets Classification

Operating lease right-of-use assets Operating lease right-of-use assets $ 49,062 $ 47,221

Finance lease right-of-use assets (1)

Property and equipment, net 164,077 134,319

Total lease right-of-use assets $ 213,139 $ 181,540

Current portion:

Operating lease liabilities Operating lease liabilities - current $ 8,806 $ 8,478

Finance lease liabilities Finance lease liabilities - current 19,725 12,541

Non-current portion:

Operating lease liabilities Operating lease liabilities - noncurrent 41,834 40,114

Finance lease liabilities Finance lease liabilities - noncurrent 302,079 280,002

Total lease liabilities $ 372,444 $ 341,135

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

The compon ents of lease expense were as follows:

Three Fiscal Months Ended Nine Fiscal Months Ended

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

(In thousands)

Operating lease expense:

Operating lease expense before sublease income $ 3,040 $ 2,886 $ 9,180 $ 7,965

Sublease income ( 953 ) ( 900 ) ( 2,809 ) ( 2,648 )

Operating lease expense $ 2,087 $ 1,986 $ 6,371 $ 5,317

Finance lease expense:

Amortization of right-of-use assets $ 4,970 $ 4,716 $ 14,396 $ 14,478

Interest on lease liabilities 7,004 6,407 20,857 19,108

Total finance lease expense $ 11,974 $ 11,123 $ 35,253 $ 33,586

Supplemental cash flow information related to leases is as follows:

Three Fiscal Months Ended Nine Fiscal Months Ended

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

C ash flows information related to leases is as follows:

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

(In thousands)

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Financing cash flows, finance leases $ 4,568 $ 4,269

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

Three Fiscal Months Ended Nine Fiscal Months Ended

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

(In thousands)

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

Operating leases $ 438 $ 3,183 $ 4,397 $ 14,515

Finance leases $ 8,375 $ 5,560 $ 41,262 $ 16,710

Supplemental balance sheet information related to leases is as follows:

Balance Sheet Information September 27, 2025 December 28, 2024

($ in thousands)

Finance leases

Property and equipment $ 275,891 $ 246,635

Accumulated depreciation ( 111,814 ) ( 112,316 )

Property and equipment, net $ 164,077 $ 134,319

Weighted Average Remaining Lease Term (in years)

Operating leases 7.5 8.3

Finance leases 16.1 17.7

Weighted Average Discount Rate

Operating leases 8.09 % 8.15 %

Finance leases 8.72 % 8.88 %

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

September 27, 2025 December 28, 2024

(In thousands)

Equipment and vehicles $ 80,264 $ 49,785

Real estate (1)

241,540 242,758

Total finance leases $ 321,804 $ 292,543

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

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

Below is a summary of undiscounted finance and operating lease obligations that have initial terms in excess of one year as of April 4, 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 unaudited condensed consolidated balance sheet, including options to extend lease terms that are reasonably certain of being exercised.

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Total $ 53,624 $ 316,745

Share-Based Compensation

The Company incurred stock-based compensation expense of $ 3.1 million and $ 2.5 million in the fiscal three months ended April 4, 2026 and March 29, 2025, respectively.

During the fiscal three months ended April 4, 2026, the Company issued new grants of 25,764 restricted stock units (“RSUs”) with a weighted-average grant-date fair value per RSU of $ 54.02 .

These new RSU grants are scheduled to vest in one year , in three years , or over three years, depending on the terms of each grant, with vesting dependent on service requirements.

Each RSU grant issued during the fiscal three months ended April 4, 2026 will potentially result in the future issuance of one share of the Company’s common stock if the vesting conditions are satisfied.

Under the authorization of the 2021 BlueLinx Holdings, Inc.

2021 Long-Term Incentive Plan, 334,842 shares of the Company’s common stock remain authorized and available for future issuances of equity-based compensation awards as of April 4, 2026.

Commitments and Contingencies

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

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

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

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

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

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

As of April 4, 2026 and January 3, 2026, the Company estimated that it will be required to pay approximately $ 8.0 million, excluding any interest.

This amount is reflected in Other current liabilities on the Company’s consolidated balance sheets as of April 4, 2026 and January 3, 2026.

See Note 3, Inventory , to these unaudited consolidated financial statements for disclosure concerning another matter related to import duties.

In addition, as previously disclosed, U.S.

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Customs of the Company’s imports of certain plywood products from Vietnam remains pending;

if the government disagrees with the Company and determines the plywood from Vietnam that was identified in the proposed notice of action originated from China, the Company believes it is reasonably possible that it could be responsible for additional duties on the entries identified by U.S.

Customs that could range from zero to $ 4 million.

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

2026 Supreme Court Decision Regarding Certain Tariffs on Imported Goods

For any potential refunds that may be due to the Company as a result of the February 20, 2026 ruling from the U.S.

Supreme Court regarding tariffs on certain imported goods that were imposed in 2025 and 2026 under the International Emergency Economic Powers Act (“IEEPA”), the Company’s current accounting policy is to account for any such tariff refunds by applying the gain contingency accounting model.

Accordingly, the Company will recognize any IEEPA tariff refunds when all contingencies have been resolved and the gain is realized or realizable.

Environmental Matters

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

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

Based on presently available information, the Company had no material obligations for environmental matters as of April 4, 2026 or January 3, 2026.

Collective Bargaining Agreements

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

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

Effective Income Tax Rate

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

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

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

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

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

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

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

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

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

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

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

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

Earnings Per Share and Stockholders' Equity

Approximately 20 % of the Company’s employees are represented by various local labor unions with terms and conditions of employment governed by collective bargaining agreements (“CBAs”).

As of April 4, 2026 three CBA covering approximately 2.3 percent of the Company’s employees are up for renewal during the remainder of fiscal 2026.

Effective Income Tax Rates

For fiscal 2026, the Company currently estimates that its annual effective income tax rate will be approximately 47 %, excluding discrete items.

This estimate reflects nondeductible items and includes certain franchise taxes that are classified as income taxes under the provisions of ASC 740, Income Taxes .

The Company recognized an income tax benefit of $ 0.4 million for the fiscal three months ended April 4, 2026, resulting in an effective income tax benefit rate of 20 % that reflects discrete items.

For the fiscal three months ended March 29, 2025, the Company realized income tax expense of $ 1.3 million, resulting in an effective income tax rate of 32 % for the period.

The Company’s effective income tax rates for both fiscal periods were impacted by the permanent addback to taxable income of certain nondeductible expenses, including meals and entertainment and certain employee compensation, as well as excess tax benefits or expenses realized from settlements of share-based compensation grants.

The Company’s effective income tax rates will differ from the statutory rates by such items.

Earnings (Loss) Per Share and Stockholders' Equity

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

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

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

Three Fiscal Months Ended Nine Fiscal Months Ended

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

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

Weighted-average shares outstanding - Basic 7,887,931 8,496,383 8,026,583 8,622,616

The reconciliation of basic to diluted weighted average common shares outstanding and the calculations for basic earnings (loss) per share and diluted earnings (loss) per share were as follows for the respective reporting:

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

Net (loss) income ( in thousands )

$ ( 1,458 ) $ 2,805

Weighted average common shares outstanding - Basic 7,861,137 8,256,551

Dilutive effect of share-based awards 81,371 71,903

Weighted-average shares outstanding - Diluted 7,946,214 8,528,310 8,084,637 8,646,631

Basic earnings per share $ 0.20 $ 1.88 $ 1.09 $ 5.54

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

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

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

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

Weighted average common shares outstanding - Diluted 7,942,508 8,328,454

Basic (loss) earnings per share $ ( 0.18 ) $ 0.33

Diluted (loss) earnings per share $ ( 0.18 ) $ 0.33

Weighted-average unvested time-based and market-based restricted stock units (“RSUs”) totaling 83,575 and 24,089 for the fiscal three months ended April 4, 2026 and March 29, 2025, respectively, were not included in the dilutive effect of share-based awards for the respective periods because their effects were antidilutive.

For the three months ended April 4, 2026, the denominator in the diluted loss per share calculation does not include the 81,371 dilutive effect of share-based awards since their effect would be antidilutive due to the net loss for the reporting period.

Additionally, as of April 4, 2026 and March 29, 2025, a total of 76,983 and 127,174 , respectively, of unvested performance-based RSUs were outstanding but were not evaluated for potential dilution because their performance metrics had not been achieved as of the end of the respective reporting periods.

Repurchases of Common Stock

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

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

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

During the fiscal three months ended April 4, 2026, the Company repurchased 59,051 shares of its common stock at a weighted-average price of $ 50.83 , including broker commissions but excluding federal excise tax on the repurchases, for a total of $ 3.0 million.

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

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

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

As of April 4, 2026, there remained approximately $ 5.7 million repurchase capacity under the authorization approved October 31, 2023.

Subsequent to the balance sheet date, between April 4, 2026 and April 21, 2026, we repurchased an additional 36,749 shares of our common stock at an average price of $ 54.46 per share, including broker commissions but excluding federal excise tax on the repurchases, for a total of $ 2.0 million.

On July 29, 2025 , the Company’s Board of Directors announced a new share repurchase program for $ 50 million.

The 2025 authorization may be used after exhaustion of the 2023 authorization.

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

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

As of April 4, 2026 and January 3, 2026, the Company had no assets or liabilities for which the carrying value is remeasured to fair value at the end of each reporting period.

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

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

September 27, 2025 December 28, 2024

April 4, 2026 January 3, 2026

Carrying Value (1)

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2029 Notes $ 296,874 $ 289,860 $ 296,660 $ 295,594

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

(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 $ 3.1 million and $ 3.3 million as of April 4, 2026 and January 3, 2026, respectively.

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

See Note 5, Debt and Finance Lease Obligations .

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

See Note 6, Debt and Finance Lease Obligations, to these unaudited condensed consolidated financial statements.

There were no borrowings outstanding under the Company’s revolving credit facilities during the fiscal three months ended April 4, 2026 or during fiscal year 2025.

Segment Reporting

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The measure of segment assets is reported on the Company’s balance sheet as total consolidated assets.

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

The segment’s accounting policies are

the same as the accounting policies for the Company, as described in Note 1, Summary of Significant Accounting Policies, in Part II, Item 8 of the Company’s 2025 Form 10-K.

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

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

Three Fiscal Months Ended Nine Fiscal Months Ended

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

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

(In thousands)

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Amortization of definite-lived intangible assets 2,090 953

Amortization of deferred gains on real estate ( 984 ) ( 984 ) ( 2,951 ) ( 2,952 )

Realization of deferred gains on real estate ( 984 ) ( 984 )

Interest expense 12,215 12,053

Interest income ( 3,068 ) ( 5,473 )

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

Other operating, net (1)

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

1,875 ( 2,258 )

Provision for income taxes ( 361 ) 1,339

Total segment expenses 732,607 706,421

Segment net income 1,655 16,016 8,770 47,844

Segment net (loss) income ( 1,458 ) 2,805

Reconciliation of profit or loss:

Adjustments and reconciling items — —

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

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

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

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

The Company received insurance proceeds that exceeded the carrying values of the damaged or destroyed assets by $ 2.4 million and this amount is included in Other Operating, net on the Company’s unaudited condensed consolidated statement of operations for the nine fiscal months ended September 27, 2025.

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

Subsequent Event

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

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

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

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

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

The Purchase Agreement also contains certain limited indemnification provisions.

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

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

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

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

Consolidated net (loss) income $ ( 1,458 ) $ 2,805

(1) For the fiscal first quarter of 2026, the $ 1.9 million is composed mainly of severance expenses and professional services fees related to our business and digital transformation initiatives.

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

The Company received insurance proceeds in the fiscal first quarter of 2025 that exceeded the carrying values of the damaged or destroyed property and equipment by $ 2.4 million and this amount is included in Other operating, net on the Company’s unaudited condensed consolidated statement of operations for the fiscal three months ended March 29, 2025.

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

What changed 10-Q

Item 1. Financial Statements