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Stock-Based Compensation | 9 Months Ended
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Sep. 30, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Stock-Based Compensation In April 2016, we adopted the 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan), which was amended and restated as the 2025 Boise Cascade Omnibus Incentive Plan (2025 Incentive Plan) and approved by our stockholders in May 2025. The 2025 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, cash-based compensation, and performance awards. Directors, officers, and other employees, as well as consultants and advisors, are eligible for grants under the 2025 Incentive Plan. These awards are at the discretion of the compensation committee of our board of directors, and they vest and expire in accordance with terms established at the time of grant. All awards under the 2025 Incentive Plan, other than stock options or stock appreciation rights, are eligible to participate in dividend or dividend equivalent payments, if any, which we accrue to be paid if and when the awards vest. Shares issued pursuant to awards under the 2025 Incentive Plan are from our authorized, but unissued shares. The maximum number of shares approved for grant under the 2025 Incentive Plan is 1.7 million shares. During the nine months ended September 30, 2025 and 2024, we granted two types of stock-based awards: performance stock units (PSUs) and restricted stock units (RSUs). Pursuant to the terms of the 2025 Incentive Plan, all stock-based awards granted after December 31, 2024 reduce the amount of shares available for issuance. Therefore, as of September 30, 2025, 1.5 million shares remained available for future issuance under the 2025 Incentive Plan. PSU and RSU Awards During the nine months ended September 30, 2025, we granted 83,616 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the PSUs granted are subject to a three-year performance period. The number of shares actually awarded will range from 0% to 200% of the target amount. Achievement is measured in annual sub-periods, based on Boise Cascade's return on invested capital (ROIC) for 2025, 2026, and 2027. The average achievement for the three years included in the performance period will determine the number of earned PSUs, as approved by our compensation committee in accordance with the related grant agreement. We define ROIC as net operating profit after taxes (NOPAT) divided by average invested capital (based on a rolling thirteen-month average). We define NOPAT as net income plus after-tax financing expense. Invested capital is defined as total assets plus capitalized lease expense, less cash, cash equivalents, and current liabilities, excluding short-term debt. For the other employees, the PSUs granted are subject to a one-year performance period. The number of shares actually awarded will range from 0% to 200% of the target amount, depending upon Boise Cascade’s 2025 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, as approved by executive management, determined in accordance with the related grant agreement. Because the PSUs contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest. During the nine months ended September 30, 2024, we granted 60,207 PSUs to our officers and other employees, subject to performance and service conditions. For both periods, the PSUs granted to officers generally vest in a single installment three years from the date of grant, while the PSUs granted to other employees vest in three equal tranches each year after the grant date. During the nine months ended September 30, 2025 and 2024, we granted an aggregate of 100,159 and 72,377 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions. The RSUs granted to officers and other employees vest in three equal tranches each year after the grant date. The RSUs granted to nonemployee directors vest in a single installment after a one year period. We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date. During the nine months ended September 30, 2025 and 2024, the total fair value of PSUs and RSUs vested was $15.8 million and $34.0 million, respectively. The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the nine months ended September 30, 2025:
| PSUs |  | RSUs
| Number of shares |  | Weighted Average Grant-Date Fair Value |  | Number of shares |  | Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2024 | 257,024 |  |  | $ | 86.31 |  |  | 131,797 |  |  | $ | 104.45 |
Granted | 83,616 |  |  | 103.66 |  |  | 100,159 |  |  | 103.36 |
Performance condition adjustment (a) | (1,157) |  |  | 137.79 |  |  | — |  |  | — |
Vested | (81,165) |  |  | 81.15 |  |  | (70,933) |  |  | 99.65 |
Forfeited | (15,998) |  |  | 91.50 |  |  | (8,730) |  |  | 105.37 |
Outstanding, September 30, 2025 | 242,320 |  |  | $ | 93.44 |  |  | 152,293 |  |  | $ | 105.92 |
_______________________________ (a) Represents total PSUs forfeited during the nine months ended September 30, 2025, related to below-target achievement of the 2024 performance condition on awards granted to other employees in 2024. During the 2024 performance period, other employees earned 90% of the target based on Boise Cascade's 2024 EBITDA, determined by executive management, in accordance with the related grant agreement. Compensation Expense We record compensation expense over the awards' vesting period and account for share-based award forfeitures as they occur, rather than making estimates of future forfeitures. Any shares not vested are forfeited. We recognize compensation expense for stock awards with only service conditions on a straight-line basis over the requisite service period. Most of our stock-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations. Total stock-based compensation recognized from PSUs and RSUs, net of forfeitures, was as follows:
| Three Months Ended September 30 |  | Nine Months Ended September 30
| 2025 |  | 2024 |  | 2025 |  | 2024
| (thousands)
PSUs | $ | 956 |  |  | $ | 1,981 |  |  | $ | 3,982 |  |  | $ | 6,303 |
RSUs | 2,102 |  |  | 1,764 |  |  | 6,086 |  |  | 5,365 |
Total | $ | 3,058 |  |  | $ | 3,745 |  |  | $ | 10,068 |  |  | $ | 11,668 |
The related tax benefit for the nine months ended September 30, 2025 and 2024, was $2.7 million and $3.0 million, respectively. As of September 30, 2025, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $18.9 million. This expense is expected to be recognized over a weighted-average period of 1.8 years.

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