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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 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.

 

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 2025 Form 10-K. 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. Fiscal 2026 contains 52 weeks and will end on January 2, 2027. 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

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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 YTD 2026 period.

Recent Accounting Pronouncements - Not Yet Adopted

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. The guidance may be applied prospectively or retrospectively. 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.

Accounting for and Disclosure of Software Costs. On September 18, 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Accounting for and Disclosure of Software Costs (“ASU 2025-06”) to clarify and modernize the accounting for costs related to internal-use software to better address both linear and non-linear development manners. The new guidance removes all references to project stages that are currently in ASC 350-40 and will instead use threshold requirements that entities must apply to decide when to start capitalizing software costs. Specifically, the guidance will require entities to begin capitalizing software costs, including website development costs, when both of the following occur: 1) management authorizes and commits to funding a software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete” recognition threshold). ASU 2025-06 is effective for the Company beginning in interim and annual reporting periods in fiscal 2028, and early adoption is permitted which the Company is evaluating. Entities may apply the guidance using a prospective, retrospective, or modified transition approach. However, under the prospective approach, entities would still be required to apply the new guidance to all new costs incurred for all software projects, including in-process projects, as of the date of adoption. ASU 2025-06 also specifies that the disclosures under ASC 360-10 (Property, Plant, and Equipment) apply overall to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The Company is currently evaluating the impacts that ASU 2025-06 may have on its financial position and results of operations, and such impacts may depend in part on the status and type of any in-process software projects at the time of adoption.

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 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, which reduced the value assigned to goodwill. During Q2 2026, the fair values of customer relationships, trade name, and non-

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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. 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 Period 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						66						16,090
Prepaid expenses and other assets						220						—						220
Total current assets acquired						22,800						66						22,866
Property & equipment						1,319						—						1,319
Right-of-use lease assets						3,074						—						3,074
Intangible assets:
Customer relationships						47,300						200						47,500
Trade names						12,300						(800)						11,500
Non-compete agreements						4,700						(3,400)						1,300
Total assets acquired						91,493						(3,934)						87,559
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						(3,934)						79,601
Goodwill						11,854						3,075						14,929
						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

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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”). 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 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. 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” (“AD/CV”) 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 AD/CV 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 based on the then-current rates in effect, and records any retroactive adjustments as a change in estimate in the period in which U.S. Customs adjusts duty rates at the time entries subject to AD/CV 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. 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 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.

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

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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
Measurement period adjustments, net, for Disdero business combination (1)						3,075
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. 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 following table presents the Company’s revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues.

			Fiscal Three Months Ended												Fiscal Six Months Ended
Product type			July 4, 2026						June 28, 2025						July 4, 2026						June 28, 2025
			(In thousands)
Specialty products			$	564,140					$	543,459					$	1,075,946					$	1,022,846
Structural products			249,937						236,648						469,280						466,487
Total Net sales			$	814,077					$	780,107					$	1,545,226					$	1,489,333

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

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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.

			Fiscal Three Months Ended												Fiscal Six Months Ended
Sales channel			July 4, 2026						June 28, 2025						July 4, 2026						June 28, 2025
			(In thousands)
Warehouse and reload			$	689,085					$	639,982					$	1,297,607					$	1,221,775
Direct			141,754						155,090						280,236						297,582
Customer discounts and rebates			(16,762)						(14,965)						(32,617)						(30,024)
Total Net sales			$	814,077					$	780,107					$	1,545,226					$	1,489,333

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 on the Company’s consolidated statements of operations.

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 $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.

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

			As of
			July 4, 2026						January 3, 2026
			(In thousands)
Senior secured notes (“2029 Notes”) (1)			$	300,000					$	300,000
Revolving credit facility (2)			—						—
Unamortized debt issuance costs			(1,176)						(1,349)
Unamortized bond discount costs			(1,735)						(1,991)
			297,089						296,660
Finance lease obligations (3)			315,954						321,279
Less: current portion of finance lease obligations			21,770						22,348
Total debt and finance leases, net of current portions			$	591,273					$	595,591

(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 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.

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(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 $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. 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:

			Fiscal Three Months Ended												Fiscal Six Months Ended
			July 4, 2026						June 28, 2025						July 4, 2026						June 28, 2025
			(In thousands)
Interest expense			$	12,297					$	12,640					$	24,512					$	24,693
Less: Interest income			2,918						4,183						5,986						9,656
Interest expense, net			$	9,379					$	8,457					$	18,526					$	15,037

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 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.

2029 Notes

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. Interest is paid semi-annually. The 2029 Notes pay the holders interest at a fixed annual rate of 6.0% through maturity. 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 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.

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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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 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. 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.

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)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows, operating leases			$	3,247					$	3,074					$	6,682					$	6,007
Operating cash flows, finance leases			$	6,904					$	6,980					$	13,758					$	13,853
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 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.

Fiscal Year:			Operating Leases						Finance Leases
			(In thousands)
2026 (remainder of fiscal year)			$	6,194					$	26,083
2027			12,750						44,529
2028			11,775						44,792
2029			10,386						41,458
2030			8,462						37,444
Thereafter			29,072						443,540
Total lease payments			$	78,639					$	637,846
Less: imputed interest			(20,256)						(321,892)
Total			$	58,383					$	315,954

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. 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, 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.

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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 import duties in prior periods arising from certain classification discrepancies for products imported into the United States as separately entered shipments. In working with U.S. Customs, the Company has exercised reasonable care to address this matter in an equitable and expeditious manner through the filing of a prior disclosure submission with U.S. Customs. 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 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 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. Congress. 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 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. government.

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 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 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.

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Effective Income Tax Rates

For fiscal 2026, the Company currently estimates that its annual effective income tax rate will be approximately 35%, 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 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.

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. 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 shares of common stock 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 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
Weighted average common shares outstanding - Basic			7,810,696						7,935,268						7,835,916						8,095,741
Dilutive effect of share-based awards			48,539						41,754						67,496						60,985
Weighted average common shares outstanding - Diluted			7,859,235						7,977,022						7,903,412						8,156,726
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.

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Repurchases of Common Stock

On October 31, 2023, the Company’s Board of Directors announced a share repurchase program for $100 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 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. The 2025 authorization may be used after exhaustion of the 2023 authorization.

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.

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:

			As of
			July 4, 2026												January 3, 2026
			Carrying Value(1)						Fair Value						Carrying Value(1)						Fair Value
			(In thousands)
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 $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.

The Company has one reportable segment: building products. The segment sells building products that are grouped into two primary product 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

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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. The CODM uses Net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the building products segment or into other business matters, such as acquisitions or repurchases of portions of the Company’s outstanding common stock. The following table presents information about Net income and significant expenses that are regularly reviewed by the Company’s CODM:

						Fiscal Three Months Ended												Fiscal Six Months Ended
						July 4, 2026						June 28, 2025						July 4, 2026						June 28, 2025
						(In thousands)
Net sales						$	814,077								$	780,107					$	1,545,226					$	1,489,333
Expenses:
Cost of specialty products sold						451,561									443,177						870,800						832,786
Cost of structural products sold						222,809									217,241						418,322						425,729
SG&A - delivery and logistics						46,945									41,343						90,571						80,781
SG&A - sales						19,337									18,519						37,527						36,276
SG&A - all other						41,089									35,403						75,477						72,301
Depreciation of property and equipment						9,816									8,836						19,700						17,437
Amortization of definite-lived intangible assets						1,657									954						3,747						1,907
Realization of deferred gains on real estate						(983)									(983)						(1,967)						(1,967)
Interest expense						12,297									12,640						24,512						24,693
Interest income						(2,918)									(4,183)						(5,986)						(9,656)
Other operating, net (1)						1,243									582						3,118						(1,676)
Provision for income taxes						4,818									2,268						4,457						3,607
Total segment expenses						807,671									775,797						1,540,278						1,482,218
Segment net income						6,406									4,310						4,948						7,115
Reconciliation of profit or loss:
Adjustments and reconciling items						—									—						—						—
Consolidated net income						$	6,406								$	4,310					$	4,948					$	7,115

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