BlueLinx Holdings Inc.

June 28, 2025

1. Basis of Presentation

BlueLinx Holdings Inc., including consolidated subsidiaries (collectively, the “Company”), is a leading wholesale distributor of residential and commercial building products in the United States. The Company is a two-step distributor and purchases products from manufacturers and distributes those products to dealers and other suppliers in local markets, who then sell those products to end users. The Company carries a broad portfolio of both branded and private-label stock keeping units (“SKUs”) across two principal product categories: specialty products and structural products. Specialty products include items such as engineered wood, siding, moulding and millwork, outdoor living, specialty lumber and panels, and industrial products. Structural products include items such as lumber, plywood, oriented strand board, rebar, and remesh. The Company also provides a wide range of value-added services and solutions aimed at relieving distribution and logistics challenges for its customers and suppliers, while enhancing their marketing and inventory management capabilities.

The Company’s unaudited condensed consolidated financial statements and accompanying notes have been prepared using generally accepted accounting principles in the United States (“GAAP”) and the interim reporting guidance of the U.S. Securities and Exchange Commission (“SEC”). 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. 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.

The Company has condensed or omitted certain notes and other information from the unaudited condensed consolidated financial statements presented in this report. Therefore, these condensed financial statements and accompanying notes should be read in conjunction with the Company’s 2024 Form 10-K. The results for the three and six fiscal months ended June 28, 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. 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).

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. Fiscal 2025 contains 53 weeks and will end on January 3, 2026. Fiscal 2024 contained 52 weeks and ended on December 28, 2024.

During the first quarter of fiscal 2025, the Company settled certain of the initial insurance claims related to property damaged or destroyed at its Erwin, Tennessee owned facility in late third quarter 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 six fiscal months ended June 28, 2025.

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.

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 six fiscal months ended June 28, 2025.

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. On November 4, 2024, the FASB issued ASU No. 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. 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. Relevant disclosure categories include purchases of inventory, employee compensation, depreciation and intangible asset amortization. An entity must also disclose the total amount of selling expenses, and in annual reports, its definition thereof. The disclosure of these costs and expenses will be required in addition to and irrespective of their inclusion in other disclosures. ASU 2024-03 will be effective for the Company for the fiscal 2027 annual reporting period and for interim periods beginning in fiscal 2028. Since this new ASU addresses only disclosures, the Company does not expect its adoption to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating the new disclosures that will be required upon adoption of ASU 2024-03.

2. Inventory

The Company’s inventories consist almost entirely of finished goods inventory, with a very limited amount of work-in-process inventory. The cost of all inventories is determined by the moving average cost method. The Company includes all material charges directly incurred in bringing inventory to its existing condition and location, including the cost of inbound freight, volume incentives, inventory adjustments, tariffs, duties and other import fees. The Company evaluates 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 June 28, 2025 and December 28, 2024, the carrying values of the Company’s inventory reported on its consolidated balance sheets did not reflect any material adjustments for LCNRV matters. In the second quarter of fiscal 2024, the Company recorded a LCNRV provision of $2.4 million as a result of the decrease in the value of certain of the Company’s structural lumber and panels inventory related to the decline in wood-based commodity market prices as of the end of the reporting period.

Substantially all of the amount reported in Cost of products sold on the Company’s consolidated statement of operations is composed of costs incurred to purchase inventory that is subsequently resold to customers, including costs related to import duties and tariffs. Import duties and tariffs are not typically passed through to customers as separately billed charges. Certain import duties are classified by the U.S. Department of Commerce (the “Commerce Department”) as “anti-dumping or countervailing duties,” and these duties may be subject to periodic review and adjustments by the Commerce Department through a process known as a trade remedy administrative review, which can result in both retroactive and prospective adjustments to duty rates. At the time of importation, the Company tenders anti-dumping duty and countervailing duty cash deposits (as use of that term has been defined by the Commerce Department) to the U.S. Customs and Border Protection (“U.S. Customs”) and accounts for duties and tariffs based on the then-current rates in effect, and records any retroactive adjustments in the period in which U.S. Customs determines final duty rates at the time entries subject to anti-dumping and countervailing duties liquidate (as use of that term has been defined by the Commerce Department), typically through the resolution of a trade remedy administrative review proceeding.

Retroactive refunds received by the Company for adjustments to certain anti-dumping duties related to imported wood moulding and millwork products were $2.4 million and $16.9 million in the six fiscal months ended June 28, 2025 and June 29, 2024, respectively, with all occurring during the first fiscal quarters of both years. Additionally, the Company received interest related to these refunds of $0.5 million and $2.0 million in the six fiscal months ended June 28, 2025 and June 29, 2024, respectively, with all occurring during the first fiscal quarter of both years. The anti-dumping duty cash deposits were originally paid and accounted for by the Company in prior reporting periods at the then-current rates. Impacted inventories have since been sold. These adjustment amounts are reflected in Cost of products sold and Interest expense, net on the Company’s unaudited condensed consolidated statements of operations for the respective reporting periods. See Note 8, Commitments and Contingencies, for disclosure concerning another matter related to import duties.

3. Goodwill and Intangible Assets, net

During the six fiscal months ended June 28, 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 June 28, 2025 and June 29, 2024, respectively, and $1.9 million and $2.0 million for the six fiscal months ended June 28, 2025 and June 29, 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 ofone 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 six fiscal months ended June 28, 2025 or June 29, 2024, and there were no accumulated goodwill impairment balances as of June 28, 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.

4. Revenue Recognition

The following table presents the Company’s revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues.

The following table presents the Company’s revenues disaggregated by sales channel. 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. The reload channel is employed primarily to service strategic customers that are less economical to service from Company warehouses, and to distribute large volumes of imported products from port facilities. Direct sales are shipped from the manufacturer to the customer and therefore the Company does not take physical possession of the inventory and, as a result, typically generate lower margins than the warehouse and reload distribution channels. The direct distribution channel requires the lowest amount of committed capital and fixed costs.

The Company generally expenses sales commissions when incurred because the amortization period would typically be one year or less. These expenses are recorded within SG&A expense.

The Company has made an accounting policy election to treat outbound shipping and handling activities as an SG&A expense. 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 $41.3 million and $37.6 million for the three fiscal months ended June 28, 2025 and June 29, 2024, respectively, and $80.8 million and $75.8 million for the six fiscal months ended June 28, 2025 and June 29, 2024, respectively.

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

5. Debt and Finance Lease Obligations

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

(1)As of June 28, 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$295.7 million and$295.1 million as of June 28, 2025 and December 28, 2024, respectively. This balance sheet presentation is net of unamortized discount of $2.2 million and $2.5 million, respectively, and unamortized debt issuance costs of $2.0 million and $2.4 million, respectively, as of June 28, 2025 and December 28, 2024. The Senior Secured Notes are presented in this table at their face value.

(2)Available borrowing capacity under the Revolving Credit Facility was $343.5 million and$346.2 millionas of June 28, 2025 and December 28, 2024, respectively. 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 June 28, 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.

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

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 Facility that are classified as interest expense, amortization of debt issuance costs for the 2029 Notes and Revolving Credit Facility, and amortization of original-issue bond discount on the 2029 Notes. Total amortization of debt issuance costs and bond discount costs was $0.3 million and $0.3 million for the three fiscal months ended June 28, 2025 and June 29, 2024, respectively, and $0.7 million and $0.7 million for the six fiscal months ended June 28, 2025 and June 29, 2024, respectively. Interest expense for the three fiscal months ended June 28, 2025 and June 29, 2024 also included expense of $0.5 million and a credit of $0.4 million, respectively, and interest expense for the six fiscal months ended June 28, 2025 and June 29, 2024 also included $0.5 million and $1.2 million, respectively, for estimated interest expense related to import duties that the Company believes it may owe (see Note 8, Commitments and Contingencies).

Interest income for the reporting periods presented in the above table primarily reflects interest earned on the Company’s cash and cash equivalents. The refunds received from U.S. Customs for certain anti-dumping import duties (see Note 2, Inventory) resulted in additional interest income of $0.5 million and $2.0 million in the six fiscal months ended June 28, 2025 and June 29, 2024, respectively, all occurring during the first fiscal quarter of both years.

2029 Notes

Interest expense, excluding amortization of debt issuance costs and bond discount, for the 2029 Notes totaled $4.5 million and $4.5 million for the three fiscal months ended June 28, 2025 and June 29, 2024, respectively, and $9.0 million and $9.0 million for the six fiscal months ended June 28, 2025 and June 29, 2024, respectively. The 2029 Notes pay interest at a fixed annual rate of 6.0% through maturity.

Revolving Credit Facility

As of June 28, 2025 and December 28, 2024, the Company hadno outstanding borrowings under the Revolving Credit Facility. Available borrowing capacity, reduced for undrawn letters of credit, under the Revolving Credit Facility was $343.5 million and $346.2 million as of June 28, 2025 and December 28, 2024, respectively. Excess availability, which includes availability under the Revolving Credit Facility plus cash and cash equivalents in qualified deposit accounts, was $730.3 million and $851.8 million as of June 28, 2025 and December 28, 2024, respectively. The Revolving Credit Facility is scheduled to terminate on August 2, 2026, and the Company intends to renew it before that date.

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 June 28, 2025 and December 28, 2024. The Company’s right to make draws on the Revolving Credit Facility may be conditioned upon, among other things, compliance with these covenants. These covenants also limit the Company’s ability to, among other things: incur additional debt; grant liens on assets; make investments; repurchase stock; pay dividends and make distributions; sell or acquire assets, including certain real estate assets, outside the ordinary course of business; engage in transactions with affiliates; and make fundamental business changes.

Finance Lease Obligations

The Company’s finance lease liabilities consist of leases related to equipment, 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.

6. Share-Based Compensation

The Company incurred stock-based compensation expense of $2.3 million and $1.4 million in the three fiscal months ended June 28, 2025 and June 29, 2024, respectively, and $4.9 million and $3.8 million in the six fiscal months ended June 28, 2025 and June 29, 2024, respectively.

During the three and six fiscal months ended June 28, 2025, the Company issued new grants for 247,261 and 293,923 restricted stock units (“RSUs”), respectively, with grant-date intrinsic values of $16.7 million and $21.0 million, respectively. These new RSU grants are scheduled to vest inone year, inthree 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 will potentially result in the future issuance of one share of the Company’s common stock if the vesting conditions are satisfied; however, RSUs with market-based vesting conditions could vest at rates between 50% and 200%.

Under the 2021 BlueLinx Holdings, Inc. 2021 Long-Term Incentive Plan as of June 28, 2025, a net of 273,941 shares of the Company’s common stock remain available for future issuances of equity-based compensation awards.

7. Leases

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 ofone to 15 years, some of which includeone 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 entered into long-term leases on the properties having 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 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 June 28, 2025 and December 28, 2024, the remaining unrecognized deferred gains related to these transactions were $65.3 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 June 28, 2025 and June 29, 2024, respectively, and $2.0 million and $2.0 million in the six fiscal months ended June 28, 2025 and June 29, 2024, respectively.

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

(1) Finance lease right-of-use assets are presented net of accumulated amortization of $107.9 million and $112.3 million as of June 28, 2025 and December 28, 2024, respectively.

The compon ents of lease expense were as follows:

Supplemental cash flow information related to leases is as follows:

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

Supplemental balance sheet information related to leases is as follows:

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

(1)Amounts include $125.1 million and $125.1 million as of June 28, 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 June 28, 2025. 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.

8. Commitments and Contingencies

Regulatory Matters

Government and regulatory agencies may have the ability to conduct routine audits and periodic examinations of, and administrative proceedings regarding, the Company’s business operations. As previously disclosed, U.S. Customs gathered initial information from the Company under routine audit procedures, and the information indicated that the Company potentially underpaid duties in prior periods arising from certain classification discrepancies for products imported into the United States as separately entered shipments. In working with U.S. Customs, the Company has exercised reasonable care to address this matter in an equitable and expeditious manner through the filing of a prior disclosure submission with U.S. Customs. As of June 28, 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 June 28, 2025 and December 28, 2024. On the Company’s unaudited condensed consolidated statements of operations, a $10.4 million estimate, excluding interest, was accrued for this matter during the first fiscal quarter of 2024. Due to a change in estimate, this amount was reduced by $2.7 million in the second fiscal quarter of 2024, for a net expense of $7.7 million in the six fiscal months ended June 29, 2024. Additional adjustments to the estimated liability were made in fiscal 2024 subsequent to June 29, 2024 to adjust the estimated liability to the $8.0 million as of June 28, 2025 and December 28, 2024. These estimated expense accruals and related adjustments were recorded within Cost of products sold. See Note 2, Inventory, for disclosure concerning another matter related to import duties.

In addition, as previously disclosed, U.S. Customs issued proposed notices of action to the Company, asking for confirmation that certain plywood products the Company imported into the United States originated from Vietnam and Indonesia, respectively, 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. On July 21, 2025, the Company received a notice from U.S. Customs concluding that the plywood imports under review from Indonesia were found not to originate from China, thereby concluding that matter without any action being taken by U.S. Customs. 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 duties on the entries identified by U.S. Customs that could range from zero to $4 million.

Environmental Matters

From time to time, the Company may be involved in proceedings involving various environmental and pollution control laws and regulations in the jurisdictions in which it operates. When the Company believes it has material financial exposure to these matters, it estimates and recognizes adequate liabilities and, if applicable, also timely records any expected recoveries from insurance coverages or subrogation in accordance with GAAP. 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 June 28, 2025 or December 28, 2024.

Collective Bargaining Agreements

As of June 28, 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”). Four CBAs covering approximately 5.4% of the Company’s employees are up for renewal during the remainder of fiscal 2025, of whichtwo are set to be voted on by August 2025, one is currently being negotiated, andone is expected to be renegotiated before its renewal date.

9. Income Taxes

Effective Income Tax Rate

The Company’s effective income tax rates for the three fiscal months ended June 28, 2025 and June 29, 2024 were 34.5% and 24.7%, respectively. For the six fiscal months ended June 28, 2025 and June 29, 2024, the Company’s effective income tax rates were 33.6% and 24.4%, respectively.

The Company’s effective income tax rates for the three and six fiscal months ended June 28, 2025 were both impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation for the quarterly periods, as well as adjustments to deferred income tax assets related to stock-based compensation which increased the effective income tax rate.

The Company’s effective income tax rates for the three and six fiscal months ended June 29, 2024 were both impacted by the permanent addback of certain nondeductible expenses, including meals and entertainment and executive compensation, partially offset by a benefit from the vesting of restricted stock units in the fiscal periods. The income tax rate for the six fiscal months ended June 29, 2024 benefited from a partial release of a state income tax valuation allowance for deferred income tax assets, which impacted only the first quarter of 2024.

For fiscal 2025, the Company currently estimates that its annual effective income tax rate will be approximately 27%. On July 4, 2025, the law formally titled “An Act to Provide for the Reconciliation Pursuant to Title II of H. Con. Res. 14” (commonly referred to as the “One Big Beautiful Bill” or “OBBB”) was signed into law. The Company is evaluating the potential impacts that the OBBB may have on the Company’s income tax expense and deferred income tax assets and liabilities, including new provisions for bonus depreciation on certain types of assets. However, at this time, the Company does not believe the OBBB will have a material impact on its annual effective income tax rate for 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.

10. 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 common shares outstanding for the period. For rounding purposes when calculating earnings per share, the Company’s policy is to round down to the whole cent.

Diluted earnings per share are calculated using the treasury stock method whereby net income for the period is divided by the weighted average number of common shares outstanding for the period plus the dilutive effect, if any, of shares of stock associated with unvested share-based grants. However, for performance-based share-based grants, the dilutive effect is included only for grants where the performance goals have been achieved.

The reconciliations of basic net income and diluted earnings per common share for the three and six fiscal months ended June 28, 2025 and June 29, 2024 are as follows:

Weighted-average unvested restricted stock units (“RSUs”) totaling 122,983 and 43,471 for the three and six month fiscal periods ended June 28, 2025, respectively, and 23,627 and 2,488 for the three and six month fiscal periods ended June 29, 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 June 28, 2025 and June 29, 2024, a total of 119,630 and 145,219, respectively, of certain unvested performance-based RSUs were outstanding but not included in the computation of diluted earnings per share because their performance metrics had not been achieved and thus they were not tested for dilution under the treasury stock method. Any outstanding RSU’s dilutive effect could change in future 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 six fiscal months ended June 28, 2025, the Company repurchased 283,081 and 469,129 shares, respectively, of its common stock at a weighted-average average price of $70.68 and $74.64, respectively, including broker commissions but excluding federal excise tax on the repurchases, for a total of $20.0 million and $35.0 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 June 28, 2025, there remained approximately $11.5 million repurchase capacity under the authorization approved October 31, 2023.

Between June 28, 2025 and July 25, 2025, the Company did not repurchase any additional shares of its common stock.

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

Under its share repurchase programs, the Company may repurchase its common stock from time to time, without prior notice, subject to prevailing market conditions and other considerations. Repurchases may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, accelerated share repurchase programs, tender offers or pursuant to a trading plan that may be adopted in accordance with the Securities and Exchange Commission Rule 10b5-1.

11. Fair Value

As of June 28, 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. The Company has not elected the fair value reporting option for any of its financial instruments.

Fair Value Disclosures

The fair value of cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities, to the extent the underlying liability will be settled in cash, approximates the carrying values because of the short-term nature of these instruments.

Debt

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:

(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$4.3 million and $4.9 million as of June 28, 2025 and December 28, 2024, respectively. Periodic amortization of the issuance costs and discount each reporting period causes the carrying value of the 2029 Notes to gradually increase to the$300 million maturity amount scheduled for November 15, 2029. See Note 5, Debt and Finance Lease Obligations.

There were no borrowings outstanding under the Company’s Revolving Credit Facility during the three and six fiscal months ended June 28, 2025 or during fiscal year 2024.

12. Segment Reporting

The Company hasone reportable segment: building products. The segment sells building products that are grouped into two primary categories: specialty products and structural products. The Company’s chief operating decision maker (“CODM”), as that term is defined under U.S. GAAP, is its chief executive officer (CEO). The Company derives substantially all of its revenues from the United States and all of the Company’s assets are located in the United States. 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 CODM’s method under GAAP that is used to assess performance and allocate resources is based on Net income as reported on the Company’s consolidated statement of operations. The following table presents information about Net income and significant expenses that are regularly reviewed by the Company’s CODM:

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 six fiscal months ended June 28, 2025.