What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-04 compared with 2026-05-05 · 161 added, 126 removed, 390 unchanged (42% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

Fiscal Three Months Ended Fiscal Six Months Ended

July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

Net sales $ 814,077 $ 780,107 $ 1,545,226 $ 1,489,333

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Operating income 20,603 15,035 27,931 25,759

Non-operating expenses:

Interest expense, net 9,379 8,457 18,526 15,037

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

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

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

Income before provision for income taxes 11,224 6,578 9,405 10,722

Provision for income taxes 4,818 2,268 4,457 3,607

Net income $ 6,406 $ 4,310 $ 4,948 $ 7,115

Basic earnings per share $ 0.82 $ 0.54 $ 0.63 $ 0.87

Diluted earnings per share $ 0.81 $ 0.54 $ 0.62 $ 0.87

See accompanying Notes.

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(In thousands, except share data)

April 4, 2026 January 3, 2026

July 4, 2026 January 3, 2026

Current assets:

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

Net income — — — 6,406 6,406

Vesting of restricted stock units 112 1 ( 1 ) — —

Compensation related to share-based grants — — 3,239 — 3,239

Repurchase of shares to satisfy employee tax withholdings ( 34 ) (a) ( 1,724 ) — ( 1,724 )

Common stock repurchases and retirements ( 37 ) (a) ( 1,991 ) — ( 1,991 )

Balance, July 4, 2026 7,860 79 93,977 527,422 621,478

(a) Activity rounds to less than one thousand dollars

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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

(a) Activity rounds to less than one thousand dollars

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(In thousands)

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

Fiscal Six Months Ended

July 4, 2026 June 28, 2025

Cash flows from operating activities:

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

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

Net income $ 4,948 $ 7,115

Adjustments to reconcile net income to net cash used in operations:

Depreciation and amortization 23,447 19,344

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Cash flows from investing activities:

Adjustment in consideration for Disdero acquisition 859 —

Adjustment to consideration for Disdero acquisition 859 —

Disbursements for property and equipment ( 4,983 ) ( 15,539 )

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Common stock repurchases ( 5,327 ) ( 35,386 )

Debt financing costs ( 134 ) —

Repurchase of shares to satisfy employee tax withholdings ( 2,099 ) ( 1,770 )

Principal payments on finance lease liabilities ( 9,879 ) ( 8,101 )

Other ( 274 ) —

Net cash used in financing activities ( 17,579 ) ( 45,257 )

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Interest paid during the period $ 23,340 $ 23,364

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

Net income tax payments $ 345 $ 3,549

Non-cash investing and financing activities:

Right-of-use lease assets acquired under operating leases $ 6,416 $ 3,959

Property and equipment acquired under finance leases $ 4,596 $ 32,887

Property and equipment investments funded through accounts payable, net $ 472 $ 823

Obligation for shares repurchases not yet settled $ 250 $ —

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

See accompanying Notes.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

April 4, 2026

Basis of Presentation

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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 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.

The results for the fiscal three and six months ended July 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).

Fiscal Reporting Periods

The Company operates on a 5-4-4 fiscal calendar and its fiscal year ends on the Saturday closest to December 31st of each year and may comprise 53 weeks in certain years.

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

The Company’s fiscal second quarter of fiscal 2026 covered the period from April 5, 2026 to July 4, 2026 and throughout this report this fiscal period may be referred to as “Q2 2026” or the “current quarter.” The Company’s fiscal second quarter of fiscal 2025 covered the period from March 30, 2025 to June 28, 2025 and throughout this report this fiscal period may be referred to as “Q2 2025” or the “prior quarter.” Both of these quarterly fiscal periods contained 13 calendar weeks.

The Company’s first six fiscal months of fiscal 2026 covered the period from January 4, 2026 to July 4, 2026 and throughout this report this fiscal period may be referred to as “Year to Date Fiscal 2026,” the “YTD 2026 period” or the “current YTD period.” The Company’s first six months of fiscal 2025 covered the period from December 29, 2024 to June 28, 2025 and throughout this report this fiscal period may be referred to as “Year to Date Fiscal 2025,” the “YTD 2025 period” or the “prior YTD period.” Both of these year-to-date fiscal periods covered 26 calendar weeks.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates based on assumptions about current and, for some estimates, future economic and market conditions, which affect reported amounts and related disclosures in the Company’s financial statements.

Although current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from management’s expectations, which could materially affect the Company’s results of operations and financial position.

Although current estimates contemplate current and

expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from management’s expectations, which could materially affect the Company’s results of operations and financial position.

Significant Accounting Policies

The Company has made no material changes to its significant accounting policies described in the notes to 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.

The Company did not adopt any new accounting standards during the YTD 2026 period.

Recent Accounting Pronouncements - Not Yet Adopted

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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.

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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 is engaged in the 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.

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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”).

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, which reduced the value assigned to goodwill.

During Q2 2026, the fair values of customer relationships, trade name, and non-

compete agreements, all acquired intangible assets, and inventory were adjusted by an aggregate decrease of $ 3.9 million with a corresponding aggregate increase in the value assigned to goodwill.

See the following table.

The acquisition of Disdero is 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.

Disdero became part of the Company’s existing single reportable segment, building products.

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

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

The Company will complete the purchase price allocation before October 31, 2026.

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

Preliminary Allocation as of Acquisition Date Measurement Periods Adjustments Revised Preliminary Allocation

Preliminary Allocation as of Acquisition Date Measurement Period Adjustments Revised Preliminary Allocation

(In thousands)

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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.

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.

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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 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.

As of July 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.

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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.

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.

During the YTD 2025 period (all occurring in the fiscal first quarter of 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 reporting periods prior to 2025 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 YTD 2025 period.

There were no such adjustments for Q2 2026 or the YTD 2026 period.

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

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

As disclosed in Note 2, Business Combination , to these unaudited condensed consolidated financial statements, during the YTD 2026 period the values assigned to intangible assets and goodwill associated with the Disdero business combination were adjusted as permitted under the measurement period provisions of ASC 805.

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

Amortization expense for definite-lived intangible assets was $ 1.7 million and $ 1.0 million for

Q2 2026 and Q2 2025, respectively, and $ 3.7 million and $ 1.9 million for the YTD 2026 period and YTD 2025 period, respectively.

The gross carrying amounts, accumulated amortization, and net carrying amounts of the Company’s intangible assets arising from business combinations as of July 4, 2026 were as follows:

Weighted Average Remaining Useful Lives Gross Carrying Amounts Accumulated Amortization

Net Carrying Amounts

($ amounts in thousands)

Definite-Life:

Customer relationships (1)

10.00 $ 96,000 $ ( 29,853 ) $ 66,147

Non-compete agreements (1)

4.00 2,000 ( 695 ) 1,305

Total definite-life 98,000 ( 30,548 ) 67,452

Indefinite-Life:

Trade name (1)

NA 11,500 — 11,500

Total $ 109,500 $ ( 30,548 ) $ 78,952

There were no accumulated impairment charges as of July 4, 2026 or January 3, 2026 for intangible assets arising from business combinations.

The activity and carrying amounts of the Company’s goodwill arising from business combinations were as follows:

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

Measurement period adjustments, net, for Disdero business combination (1)

Balance as of July 4, 2026 $ 70,301

(1) See Note2, Business Combination , to these unaudited condensed consolidated financial statements.

There were no goodwill impairment charges recorded in the YTD 2026 period or the YTD 2025 period, and there were no accumulated goodwill impairment balances as of July 4, 2026 or January 3, 2026.

Revenue Recognition

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Sales and usage-based taxes are excluded from revenues.

Fiscal Three Months Ended

Product type April 4, 2026 March 29, 2025

Fiscal Three Months Ended Fiscal Six Months Ended

Product type July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

(In thousands)

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Warehouse sales are delivered from the Company’s warehouses.

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

Reload sales are similar to warehouse sales but are shipped from non-warehouse locations, most of

which are operated by third parties, where the Company stores owned products to enhance operating efficiencies.

The reload channel is employed primarily to service strategic customers that are less economical to service from Company warehouses, and to distribute large volumes of imported products from port facilities.

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

Fiscal Three Months Ended

Sales channel April 4, 2026 March 29, 2025

Fiscal Three Months Ended Fiscal Six Months Ended

Sales channel July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

(In thousands)

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

These expenses were $ 46.9 million and $ 41.3 million for Q2 2026 and Q2 2025, respectively, and $ 90.6 million and $ 80.8 million for the YTD 2026 period and the YTD 2025 period, respectively.

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

Debt and Finance Lease Obligations

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

April 4, 2026 January 3, 2026

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

July 4, 2026 January 3, 2026

(In thousands)

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Total debt and finance leases, net of current portions $ 591,273 $ 595,591

(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.

(1) As of July 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 $ 297.1 million and $ 296.7 million as of July 4, 2026 and January 3, 2026, respectively.

This balance sheet presentation is net of unamortized discount of $ 1.7 million and $ 2.0 million, respectively, and unamortized debt issuance costs of $ 1.2 million and $ 1.3 million, respectively, as of July 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.

(2) No borrowings were outstanding as of July 4, 2026 or January 3, 2026 .

Available borrowing capacity under the revolving credit facility was $ 336.8 million and $ 340.1 million as of July 4, 2026 and January 3, 2026, respectively.

The available borrowing capacity reflects undrawn letters of credit.

(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.

Amounts on this line include $ 123.9 million and $ 124.1 million as of July 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.

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

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

Fiscal Three Months Ended Fiscal Six Months Ended

July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

(In thousands)

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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 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.

Total amortization of debt issuance costs plus bond discount costs was $ 0.4 million and $ 0.3 million for Q2 2026 and Q2 2025, respectively, and $ 0.8 million and $ 0.7 million for the YTD 2026 period and the YTD 2025 period, respectively.

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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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.

The Company’s revolving credit facility 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 and is scheduled to expire on August 27, 2030.

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.

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.

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

During the YTD 2026 period and the YTD 2025 period, 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.

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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 April 4, 2026 and January 3, 2026.

The Company was in compliance with all such covenants as of July 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.

C ash flows information related to leases is as follows:

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

Cash flows information related to leases is as follows:

Fiscal Three Months Ended Fiscal Six Months Ended

July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

(In thousands)

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Financing cash flows, finance leases $ 5,311 $ 3,832 $ 9,879 $ 8,101

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.

Below is a summary of undiscounted finance and operating lease obligations that have initial terms in excess of one year as of July 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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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 .

The Company incurred stock-based compensation expense of $ 3.2 million and $ 2.3 million in Q2 2026 and Q2 2025, respectively, and $ 6.3 million and $ 4.9 million in the YTD 2026 period and the YTD 2025 period, respectively.

During the YTD 2026 period, the Company issued new grants of 358,330 restricted stock units (“RSUs”) with a weighted-average grant-date fair value per RSU of $ 50.74 .

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.

Certain RSU grants made to members of senior management have an additional two-year holding period after vesting.

Each RSU grant issued during the YTD 2026 period 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.

2021 Long-Term Incentive Plan, 843,091 shares of the Company’s common stock remain authorized and available for future issuances of equity-based compensation awards as of July 4, 2026.

This availability includes the additional 750,000 shares that were authorized by the Company’s stockholders pursuant to approval of an amendment to the plan at the Company’s annual meeting of stockholders on May 14, 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 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.

As of July 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 July 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.

In addition, as previously disclosed in prior reporting periods, U.S.

Customs issued proposed notices of action to the Company, asking for confirmation that certain plywood products the Company imported into the United States originated from Vietnam as opposed to China.

The Company has provided responses to U.S.

Customs and believes that the information it has provided supports the declared origins of the plywood.

The Company understands that the review by U.S.

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

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

Customs that could range from zero to $ 4 million.

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

2026 Supreme Court Decision Regarding Certain Tariffs on Imported Goods

The Company responded to U.S.

Customs, and, having reviewed the information provided by the Company, has closed the proposed notice of action signaling the Company’s responsibility in the matter has been satisfied and further action is not required.

Matters Regarding Certain Tariffs on Imported Goods

On February 20, 2026, a U.S.

Supreme Court ruling invalidated tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") that were not authorized by the U.S.

On April 20, 2026, U.S.

Customs disclosed a process to facilitate a phased approach for processing IEEPA tariff refunds.

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.

Supreme Court for tariffs levied under 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 refund when it becomes realized or realizable.

The Company began receiving IEEPA cash refunds during Q2 2026 for tariffs the Company paid in 2025 and early 2026, and through July 4, 2026 the Company has received IEEPA cash refunds of $ 7.2 million.

This amount is reflected as a reduction of Cost of products sold on the Company’s consolidated statements of operations for Q2 2026 and the YTD 2026 period since substantially all of the related inventory has been sold as of that date.

Uncertainty continues to exist regarding current and future tariffs.

Following the U.S.

Supreme Court ruling of February 20, 2026, the U.S.

government imposed separate tariffs prospectively under the Trade Act of 1974, which were subsequently struck down by an order of the U.S.

Court of International Trade (“CIT”).

This CIT order has been appealed by the executive branch of the U.S.

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 April 4, 2026 or January 3, 2026.

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

Collective Bargaining Agreements

Approximately 21 % 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.

As of July 4, 2026 three CBA covering approximately 2.0 percent of the Company’s employees are up for renewal during the remainder of fiscal 2026.

Effective Income Tax Rates

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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 recognized an income tax provision of $ 4.8 million and $ 4.5 million for Q2 2026 and the YTD 2026 period, respectively, resulting in effective income tax rates of 42.9 % and 47.4 %, respectively, that reflect discrete items.

For Q2 2025 and the YTD 2025 period, the Company realized income tax expense of $ 2.3 million and $ 3.6 , respectively, resulting in effective income tax rates of 34.5 % and 33.6 %, respectively, that reflect discrete items.

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

Earnings Per Share and Stockholders' Equity

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

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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 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 )

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

Fiscal Three Months Ended Fiscal Six Months Ended

July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

Net income ( in thousands )

$ 6,406 $ 4,310 $ 4,948 $ 7,115

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Weighted average common shares outstanding - Diluted 7,859,235 7,977,022 7,903,412 8,156,726

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.

Basic earnings per share $ 0.82 $ 0.54 $ 0.63 $ 0.87

Diluted earnings per share $ 0.81 $ 0.54 $ 0.62 $ 0.87

Weighted-average unvested restricted stock units (“RSUs”) totaling 132,252 and 122,983 for Q2 2026 and Q2 2025, respectively, and 120,425 and 43,471 for the YTD 2026 period and the YTD 2025 period, respectively, were not included in the dilutive effect of share-based awards for the respective periods because their effects were antidilutive.

Additionally, as of July 4, 2026 and June 28, 2025, a total of 35,529 and 119,630 , 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 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.

During Q2 2026 and the YTD 2026 period, the Company repurchased 36,749 shares and 95,800 shares, respectively, of its common stock at a weighted-average price of $ 54.46 and $ 52.22 , respectively, including broker commissions but excluding federal excise tax on the repurchases, for a total of $ 2.0 million and $ 5.0 million, respectively.

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

As of 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.

As of July 4, 2026, there remained approximately $ 3.7 million repurchase capacity under the authorization approved October 31, 2023.

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

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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 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.

As of July 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:

April 4, 2026 January 3, 2026

July 4, 2026 January 3, 2026

Carrying Value (1)

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2029 Notes $ 297,089 $ 295,454 $ 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 $ 3.1 million and $ 3.3 million as of April 4, 2026 and January 3, 2026, 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 $ 2.9 million and $ 3.3 million as of July 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 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.

There were no borrowings outstanding under the Company’s revolving credit facilities during the YTD 2026 period or during fiscal 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 2025 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:

Fiscal Three Months Ended

April 4, 2026 March 29, 2025

Fiscal Three Months Ended Fiscal Six Months Ended

July 4, 2026 June 28, 2025 July 4, 2026 June 28, 2025

(In thousands)

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Total segment expenses 807,671 775,797 1,540,278 1,482,218

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

Segment net income 6,406 4,310 4,948 7,115

Reconciliation of profit or loss:

Adjustments and reconciling items — — — —

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.

Consolidated net income $ 6,406 $ 4,310 $ 4,948 $ 7,115

(1) For Q2 2026 and the YTD 2026 period , the $ 1.2 million and $ 3.1 million is composed mainly of 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