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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the quarterly period ended | June 30, 2026
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 001-35805
Boise Cascade Company
(Exact name of registrant as specified in its charter)

Delaware | 20-1496201
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

1111 West Jefferson Street Suite 300
Boise, Idaho 83702-5389
(Address of principal executive offices) (Zip Code)
(208) 384-6161
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.01 par value per share | BCC | New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
There were 34,891,351 shares of the registrant's common stock, $0.01 par value per share, outstanding on July 31, 2026.

Table of Contents

PART I—FINANCIAL INFORMATION
Item 1. |  | Financial Statements |  | 1
|  | Condensed Notes to Unaudited Quarterly Consolidated Financial Statements |  | 8
|  | 1. Nature of Operations and Consolidation |  | 8
|  | 2. Summary of Significant Accounting Policies |  | 8
|  | 3. Income Taxes |  | 12
|  | 4. Net Income Per Common Share |  | 12
|  | 5. Goodwill and Intangible Assets |  | 13
|  | 6. Debt |  | 14
|  | 7. Leases |  | 15
|  | 8. Stock-Based Compensation |  | 17
|  | 9. Stockholders' Equity |  | 18
|  | 10. Transactions With Related Party |  | 19
|  | 11. Segment Information |  | 20
|  | 12. Commitments, Legal Proceedings and Contingencies, and Guarantees |  | 22
|  | 13. Subsequent Events |  | 23
Item 2. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 24
|  | Understanding Our Financial Information |  | 24
|  | Executive Overview |  | 25
|  | Factors That Affect Our Operating Results and Trends |  | 25
|  | Our Operating Results |  | 27
|  | Liquidity and Capital Resources |  | 31
|  | Guarantees |  | 33
|  | Seasonal Influences |  | 33
|  | Employees |  | 33
|  | Disclosures of Financial Market Risks |  | 33
|  | Environmental |  | 33
|  | Critical Accounting Estimates |  | 33
|  | New and Recently Adopted Accounting Standards |  | 34
Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk |  | 34
Item 4. |  | Controls and Procedures |  | 34
PART II—OTHER INFORMATION
Item 1. |  | Legal Proceedings |  | 35
Item 1A. |  | Risk Factors |  | 35
Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds |  | 36
Item 3. |  | Defaults Upon Senior Securities |  | 36
Item 4. |  | Mine Safety Disclosures |  | 36
Item 5. |  | Other Information |  | 36
Item 6. |  | Exhibits |  | 37
|  | Signatures |  | 38

ii

Table of Contents
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Boise Cascade Company
Consolidated Statements of Operations
(unaudited)

| Three Months Ended June 30 |  | Six Months Ended June 30
| 2026 |  | 2025 |  | 2026 |  | 2025
| (thousands, except per-share data)
Sales | $ | 1,831,335 |  |  | $ | 1,740,114 |  |  | $ | 3,329,949 |  |  | $ | 3,276,608 |
Costs and expenses |  |  |  |  |  |  |
Materials, labor, and other operating expenses (excluding depreciation) | 1,503,462 |  |  | 1,441,459 |  |  | 2,758,532 |  |  | 2,717,642 |
Depreciation and amortization | 42,714 |  |  | 37,409 |  |  | 81,767 |  |  | 74,530 |
Selling and distribution expenses | 173,787 |  |  | 161,815 |  |  | 324,231 |  |  | 305,463 |
General and administrative expenses | 27,266 |  |  | 26,470 |  |  | 53,566 |  |  | 51,467 |
Other (income) expense, net | 130 |  |  | (7,569) |  |  | 92 |  |  | (7,543) |
| 1,747,359 |  |  | 1,659,584 |  |  | 3,218,188 |  |  | 3,141,559 |
Income from operations | 83,976 |  |  | 80,530 |  |  | 111,761 |  |  | 135,049 |
Foreign currency exchange gain (loss) | (420) |  |  | 1,093 |  |  | (661) |  |  | 1,093 |
Pension expense (excluding service costs) | (30) |  |  | (32) |  |  | (60) |  |  | (65) |
Interest expense | (7,106) |  |  | (5,183) |  |  | (13,125) |  |  | (10,495) |
Interest income | 2,152 |  |  | 4,623 |  |  | 5,089 |  |  | 10,133 |
Change in fair value of interest rate swaps | — |  |  | (435) |  |  | — |  |  | (925) |
| (5,404) |  |  | 66 |  |  | (8,757) |  |  | (259) |
Income before income taxes | 78,572 |  |  | 80,596 |  |  | 103,004 |  |  | 134,790 |
Income tax provision | (21,230) |  |  | (18,611) |  |  | (27,820) |  |  | (32,457) |
Net income | $ | 57,342 |  |  | $ | 61,985 |  |  | $ | 75,184 |  |  | $ | 102,333 |
Weighted average common shares outstanding: |  |  |  |  |  |  |
Basic | 35,212 |  |  | 37,682 |  |  | 35,559 |  |  | 37,848 |
Diluted | 35,227 |  |  | 37,795 |  |  | 35,616 |  |  | 37,999 |
Net income per common share: |  |  |  |  |  |  |
Basic | $ | 1.63 |  |  | $ | 1.64 |  |  | $ | 2.11 |  |  | $ | 2.70 |
Diluted | $ | 1.63 |  |  | $ | 1.64 |  |  | $ | 2.11 |  |  | $ | 2.69 |
Dividends declared per common share | $ | 0.22 |  |  | $ | 0.21 |  |  | $ | 0.44 |  |  | $ | 0.42 |

See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Boise Cascade Company
Consolidated Statements of Comprehensive Income
(unaudited)

| Three Months Ended June 30 |  | Six Months Ended June 30
| 2026 |  | 2025 |  | 2026 |  | 2025
| (thousands)
Net income | $ | 57,342 |  |  | $ | 61,985 |  |  | $ | 75,184 |  |  | $ | 102,333 |
Other comprehensive income, net of tax |  |  |  |  |  |  |
Defined benefit pension plans |  |  |  |  |  |  |
Amortization of actuarial loss, net of tax of $2, $2, $5, and $4, respectively | 7 |  |  | 6 |  |  | 14 |  |  | 12 |
Other comprehensive income, net of tax | 7 |  |  | 6 |  |  | 14 |  |  | 12 |
Comprehensive income | $ | 57,349 |  |  | $ | 61,991 |  |  | $ | 75,198 |  |  | $ | 102,345 |

See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Boise Cascade Company
Consolidated Balance Sheets
(unaudited)

| June 30, 2026 |  | December 31, 2025
| (thousands)
ASSETS |  |  |
Current |  |  |
Cash and cash equivalents | $ | 304,818 |  |  | $ | 477,215 |
Receivables |  |  |
Trade, less allowances of $5,534 and $5,618 | 507,063 |  |  | 315,944 |
Related parties | 332 |  |  | 86 |
Other | 23,663 |  |  | 24,698 |
Inventories | 927,284 |  |  | 795,724 |
Prepaid expenses and other | 37,138 |  |  | 40,751 |
Total current assets | 1,800,298 |  |  | 1,654,418 |
Property and equipment, net | 1,142,641 |  |  | 1,157,261 |
Operating lease right-of-use assets | 50,491 |  |  | 55,980 |
Finance lease right-of-use assets | 40,953 |  |  | 11,825 |
Timber deposits | 9,754 |  |  | 8,058 |
Goodwill | 185,239 |  |  | 185,384 |
Intangible assets, net | 149,296 |  |  | 159,665 |
Deferred income taxes | 2,757 |  |  | 3,041 |
Other assets | 6,843 |  |  | 6,311 |
Total assets | $ | 3,388,272 |  |  | $ | 3,241,943 |

See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Boise Cascade Company
Consolidated Balance Sheets (continued)
(unaudited)

| June 30, 2026 |  | December 31, 2025
| (thousands, except per-share data)
LIABILITIES AND STOCKHOLDERS' EQUITY |  |  |
Current |  |  |
Accounts payable |  |  |
Trade | $ | 421,159 |  |  | $ | 254,622 |
Related parties | 2,781 |  |  | 915 |
Accrued liabilities |  |  |
Compensation and benefits | 112,090 |  |  | 103,066 |
Interest payable | 10,161 |  |  | 10,176 |
Other | 118,129 |  |  | 124,297 |
Total current liabilities | 664,320 |  |  | 493,076 |
Debt |  |  |
Long-term debt, net | 448,408 |  |  | 445,405 |
Other |  |  |
Compensation and benefits | 35,986 |  |  | 39,354 |
Operating lease liabilities, net of current portion | 43,934 |  |  | 49,778 |
Finance lease liabilities, net of current portion | 44,297 |  |  | 15,631 |
Deferred income taxes | 105,769 |  |  | 105,551 |
Other long-term liabilities | 19,893 |  |  | 18,270 |
| 249,879 |  |  | 228,584 |
Commitments and contingent liabilities |  |  |  |  |
Stockholders' equity |  |  |
Preferred stock, $0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding | — |  |  | — |
Common stock, $0.01 par value per share; 300,000 shares authorized, 34,929 and 36,190 shares issued, respectively | 349 |  |  | 362 |
Additional paid-in capital | 571,816 |  |  | 571,220 |
Accumulated other comprehensive loss | (462) |  |  | (476) |
Retained earnings | 1,453,962 |  |  | 1,503,772 |
Total stockholders' equity | 2,025,665 |  |  | 2,074,878 |
Total liabilities and stockholders' equity | $ | 3,388,272 |  |  | $ | 3,241,943 |

See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Boise Cascade Company
Consolidated Statements of Cash Flows
(unaudited)

| Six Months Ended June 30
| 2026 |  | 2025
| (thousands)
Cash provided by (used for) operations |  |  |
Net income | $ | 75,184 |  |  | $ | 102,333 |
Items in net income not using (providing) cash |  |  |
Depreciation and amortization, including deferred financing costs and other | 83,543 |  |  | 76,341 |
Stock-based compensation | 6,841 |  |  | 7,010 |
Deferred income taxes | 397 |  |  | 2,778 |
Change in fair value of interest rate swaps | — |  |  | 925 |
Other | (50) |  |  | (11,116) |
Decrease (increase) in working capital, net of acquisitions |  |  |
Receivables | (190,298) |  |  | (133,103) |
Inventories | (131,560) |  |  | (115,661) |
Prepaid expenses and other | (4,862) |  |  | (7,750) |
Accounts payable and accrued liabilities | 184,299 |  |  | 86,242 |
Income taxes payable | 9,004 |  |  | (2,677) |
Other | (6,157) |  |  | (628) |
Net cash provided by operations | 26,341 |  |  | 4,694 |
Cash provided by (used for) investment |  |  |
Expenditures for property and equipment | (63,315) |  |  | (132,257) |
Acquisitions of businesses and facilities | (135) |  |  | — |
Proceeds from sales of assets and other | 454 |  |  | 10,152 |
Net cash used for investment | (62,996) |  |  | (122,105) |
Cash provided by (used for) financing |  |  |
Borrowings of long-term debt, including revolving credit facility | — |  |  | 50,000 |
Payments of long-term debt, including revolving credit facility | — |  |  | (50,000) |
Repurchase of common stock | (109,984) |  |  | (87,746) |
Dividends paid on common stock | (18,078) |  |  | (18,383) |
Tax withholding payments on stock-based awards | (6,244) |  |  | (5,939) |
Payments of deferred financing costs | — |  |  | (1,819) |
Other | (1,436) |  |  | (943) |
Net cash used for financing | (135,742) |  |  | (114,830) |
Net decrease in cash and cash equivalents | (172,397) |  |  | (232,241) |
Balance at beginning of the period | 477,215 |  |  | 713,260 |
Balance at end of the period | $ | 304,818 |  |  | $ | 481,019 |

See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Boise Cascade Company
Consolidated Statements of Stockholders' Equity
(unaudited)

| Common Stock |  |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Retained Earnings |  | Total
| Shares |  | Amount |  |  |  |  |
| (thousands)
Balance at December 31, 2025 | 36,190 |  |  | $ | 362 |  |  |  | $ | 571,220 |  |  | $ | (476) |  |  | $ | 1,503,772 |  |  | $ | 2,074,878 |
Net income |  |  |  |  |  |  |  |  |  | 17,842 |  |  | 17,842 |
Other comprehensive income |  |  |  |  |  |  |  | 7 |  |  |  |  | 7 |
Common stock issued | 144 |  |  | 1 |  |  |  |  |  |  |  |  |  | 1 |
Repurchase of common stock | (831) |  |  | (8) |  |  |  |  |  |  |  | (66,042) |  |  | (66,050) |
Stock-based compensation |  |  |  |  |  | 3,458 |  |  |  |  |  |  | 3,458 |
Common stock dividends ($0.22 per share) |  |  |  |  |  |  |  |  |  | (7,958) |  |  | (7,958) |
Tax withholding payments on stock-based awards |  |  |  |  |  | (6,244) |  |  |  |  |  |  | (6,244) |
Other |  |  |  |  |  | (1) |  |  |  |  |  |  | (1) |
Balance at March 31, 2026 | 35,503 |  |  | $ | 355 |  |  |  | $ | 568,433 |  |  | $ | (469) |  |  | $ | 1,447,614 |  |  | $ | 2,015,933 |
Net income |  |  |  |  |  |  |  |  |  | 57,342 |  |  | 57,342 |
Other comprehensive income |  |  |  |  |  |  |  | 7 |  |  |  |  | 7 |
Repurchase of common stock | (574) |  |  | (6) |  |  |  |  |  |  |  | (43,191) |  |  | (43,197) |
Stock-based compensation |  |  |  |  |  | 3,383 |  |  |  |  |  |  | 3,383 |
Common stock dividends ($0.22 per share) |  |  |  |  |  |  |  |  |  | (7,803) |  |  | (7,803) |
Balance at June 30, 2026 | 34,929 |  |  | $ | 349 |  |  |  | $ | 571,816 |  |  | $ | (462) |  |  | $ | 1,453,962 |  |  | $ | 2,025,665 |

See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Boise Cascade Company
Consolidated Statements of Stockholders' Equity (continued)
(unaudited)

| Common Stock |  | Treasury Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Retained Earnings |  | Total
| Shares |  | Amount |  | Shares |  | Amount |  |  |  |
| (thousands)
Balance at December 31, 2024 | 45,139 |  |  | $ | 451 |  |  | 6,956 |  |  | $ | (341,974) |  |  | $ | 565,041 |  |  | $ | (460) |  |  | $ | 1,928,216 |  |  | $ | 2,151,274 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  | 40,348 |  |  | 40,348 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  | 6 |  |  |  |  | 6 |
Common stock issued | 109 |  |  | 1 |  |  |  |  |  |  |  |  |  |  |  |  | 1 |
Treasury stock purchased |  |  |  |  | 483 |  |  | (53,884) |  |  |  |  |  |  |  |  | (53,884) |
Stock-based compensation |  |  |  |  |  |  |  |  | 3,757 |  |  |  |  |  |  | 3,757 |
Common stock dividends ($0.21 per share) |  |  |  |  |  |  |  |  |  |  |  |  | (8,060) |  |  | (8,060) |
Tax withholding payments on stock-based awards |  |  |  |  |  |  |  |  | (5,938) |  |  |  |  |  |  | (5,938) |
Other |  |  |  |  |  |  | (426) |  |  | (1) |  |  |  |  |  |  | (427) |
Balance at March 31, 2025 | 45,248 |  |  | $ | 452 |  |  | 7,439 |  |  | $ | (396,284) |  |  | $ | 562,859 |  |  | $ | (454) |  |  | $ | 1,960,504 |  |  | $ | 2,127,077 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  | 61,985 |  |  | 61,985 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  | 6 |  |  |  |  | 6 |
Treasury stock purchased |  |  |  |  | 354 |  |  | (32,127) |  |  |  |  |  |  |  |  | (32,127) |
Stock-based compensation |  |  |  |  |  |  |  |  | 3,253 |  |  |  |  |  |  | 3,253 |
Common stock dividends ($0.21 per share) |  |  |  |  |  |  |  |  |  |  |  |  | (7,815) |  |  | (7,815) |
Tax withholding payments on stock-based awards |  |  |  |  |  |  |  |  | (1) |  |  |  |  |  |  | (1) |
Other |  |  |  |  |  |  | (321) |  |  |  |  |  |  |  |  | (321) |
Balance at June 30, 2025 | 45,248 |  |  | $ | 452 |  |  | 7,793 |  |  | $ | (428,732) |  |  | $ | 566,111 |  |  | $ | (448) |  |  | $ | 2,014,674 |  |  | $ | 2,152,057 |

See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Condensed Notes to Unaudited Quarterly Consolidated Financial Statements
1. Nature of Operations and Consolidation
Nature of Operations
Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. We are one of the largest United States wholesale distributors of building materials and a leading manufacturer of engineered wood products (EWP) and plywood in North America.
We operate our business using two reportable segments: (1) Building Materials Distribution (BMD), which is a wholesale distributor of building materials, and (2) Wood Products, which primarily manufactures EWP and plywood. For more information, see Note 11, Segment Information.
Consolidation
The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, cash flows, and stockholders' equity for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of Boise Cascade and its subsidiaries after elimination of intercompany balances and transactions. Quarterly results are not necessarily indicative of results that may be expected for the full year. These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2025 Form 10-K and the other reports we file with the Securities and Exchange Commission.
2. Summary of Significant Accounting Policies
Accounting Policies
The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; assumptions used in the determination of right-of-use (ROU) assets and related lease liabilities; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.
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Revenue Recognition
Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 11, Segment Information.
Fees for shipping and handling charged to customers for sales transactions are included in "Sales" in our Consolidated Statements of Operations. When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as fulfillment costs. For our BMD segment, costs related to shipping and handling of $76.7 million and $68.9 million for the three months ended June 30, 2026 and 2025, respectively, and $141.4 million and $129.2 million for the six months ended June 30, 2026 and 2025, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations. In our BMD segment, our activities relate to the purchase and resale of finished products, and excluding shipping and handling costs from "Materials, labor, and other operating expenses (excluding depreciation)" provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers.
Customer Rebates and Allowances and Cash Discounts
Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment, as well as temporary protection from price increases. We provide the rebates to increase the sell-through of our products. Rebates are generally estimated based on the most likely amount to be paid and recorded as a decrease in "Sales." At June 30, 2026 and December 31, 2025, we had $79.0 million and $83.5 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We also estimate expected cash discounts on trade accounts receivable based on an analysis of historical experience and record cash discounts as a decrease in "Sales." We adjust our estimate of revenue at the earlier of when the probability of rebates paid and cash discounts provided changes or when the amounts become fixed. There have not been significant changes to our estimates of rebates, although it is reasonably possible that a change in the estimate may occur.
Vendor Rebates and Allowances
We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At June 30, 2026 and December 31, 2025, we had $13.7 million and $17.4 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.
Leases
We primarily lease land, buildings, and equipment under operating and finance leases. We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification. Substantially all of our leases with initial terms greater than one year are for real estate, including distribution centers, corporate headquarters, land, and other office space. Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our BMD segment. Many of our leases include fixed escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when appropriate. Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements. Some lease agreements provide us with the option to purchase the leased property at market value. Our lease agreements do not contain any residual value guarantees.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.
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We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. In determining our incremental borrowing rates, we give consideration to publicly available interest rates for instruments with similar characteristics, including credit rating, term, and collateralization.
For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably certain of exercising. Variable lease expense generally includes reimbursement of actual costs for common area maintenance, property taxes, and insurance on leased real estate and are recorded as incurred. Most of our operating lease expense is recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations. In addition, we do not separate lease and non-lease components for all of our leases.
Our short-term leases primarily include equipment rentals with lease terms on a month-to-month basis, which provide for our seasonal needs and flexibility in the use of equipment. Our short-term leases also include certain real estate for which either party has the right to cancel upon providing notice of 30 to 90 days. We do not recognize ROU assets or lease liabilities for short-term leases.
Inventories
Inventories included the following (work in process is not material):

|  | June 30, 2026 |  | December 31, 2025
|  | (thousands)
Finished goods and work in process |  | $ | 813,946 |  |  | $ | 672,173 |
Logs |  | 45,086 |  |  | 57,309 |
Other raw materials and supplies |  | 68,252 |  |  | 66,242 |
|  | $ | 927,284 |  |  | $ | 795,724 |

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Property and Equipment
Property and equipment consisted of the following asset classes:

|  | June 30, 2026 |  | December 31, 2025
|  | (thousands)
Land |  | $ | 104,393 |  |  | $ | 98,267 |
Buildings |  | 450,671 |  |  | 430,204 |
Improvements |  | 83,397 |  |  | 82,568 |
Mobile equipment, information technology, and office furniture |  | 330,362 |  |  | 322,907 |
Machinery and equipment |  | 1,190,691 |  |  | 1,130,806 |
Construction in progress |  | 53,132 |  |  | 99,340 |
|  | 2,212,646 |  |  | 2,164,092 |
Less: accumulated depreciation |  | (1,070,005) |  |  | (1,006,831) |
|  | $ | 1,142,641 |  |  | $ | 1,157,261 |

At June 30, 2026 and December 31, 2025, we had $3.0 million and $13.5 million, respectively, of accrued purchases of property and equipment.
Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).
Financial Instruments
Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of June 30, 2026 and December 31, 2025, we held $276.2 million and $448.7 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At June 30, 2026 and December 31, 2025, the book value of our fixed-rate senior notes for each period was $400.0 million, and the fair value was estimated to be $392.4 million and $395.0 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate senior notes. We estimated the fair value of our fixed-rate senior notes using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our variable-rate debt is based on market conditions such as the Secured Overnight Financing Rate (SOFR). Because the interest rate on the variable-rate debt is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our variable-rate debt approximates book value.
Concentration of Credit Risk
We are exposed to credit risk related to customer accounts receivable. In order to manage credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At both June 30, 2026 and December 31, 2025, receivables from two customers accounted for approximately 16% and 12% of total receivables. No other customer accounted for 10% or more of total receivables.
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New and Recently Adopted Accounting Standards
In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires disclosure of specified costs and expenses in the notes to financial statements, including purchases of inventory, employee compensation, depreciation and amortization. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this ASU on the disclosures related to our consolidated financial statements.
There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.
Reclassifications
Certain amounts in prior year's consolidated financial statements have been reclassified to conform with current year's presentation, none of which were considered material.
3. Income Taxes
For the three and six months ended June 30, 2026, we recorded $21.2 million and $27.8 million, respectively, of income tax expense and had an effective tax rate of 27.0% in both periods. For the three and six months ended June 30, 2025, we recorded $18.6 million and $32.5 million, respectively, of income tax expense and had an effective tax rate of 23.1% and 24.1%, respectively. For all periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes.
During the six months ended June 30, 2026 and 2025, cash paid for taxes, net of refunds received, was $18.5 million and $32.1 million, respectively.
4. Net Income Per Common Share
Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the combination of the weighted average number of common shares outstanding during the period and other potentially dilutive weighted average common shares. Other potentially dilutive weighted average common shares include the dilutive effect of restricted stock units and performance stock units for each period using the treasury stock method. Under the treasury stock method, the amount of compensation expense, if any, for future service that has not yet been recognized is assumed to be used to repurchase shares in the current period.
The following table sets forth the computation of basic and diluted net income per common share:

| Three Months Ended June 30 |  | Six Months Ended June 30
| 2026 |  | 2025 |  | 2026 |  | 2025
| (thousands, except per-share data)
Net income | $ | 57,342 |  |  | $ | 61,985 |  |  | $ | 75,184 |  |  | $ | 102,333 |
Weighted average common shares outstanding during the period (for basic calculation) | 35,212 |  |  | 37,682 |  |  | 35,559 |  |  | 37,848 |
Dilutive effect of other potential common shares | 15 |  |  | 113 |  |  | 57 |  |  | 151 |
Weighted average common shares and potential common shares (for diluted calculation) | 35,227 |  |  | 37,795 |  |  | 35,616 |  |  | 37,999 |
Net income per common share - Basic | $ | 1.63 |  |  | $ | 1.64 |  |  | $ | 2.11 |  |  | $ | 2.70 |
Net income per common share - Diluted | $ | 1.63 |  |  | $ | 1.64 |  |  | $ | 2.11 |  |  | $ | 2.69 |

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The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.2 million shares of common stock in both the three and six months ended June 30, 2026, and 0.1 million shares of common stock in both the three and six months ended June 30, 2025. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.
5. Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price and related costs over the fair value of the net tangible and intangible assets of businesses acquired.
The carrying amount of our goodwill by segment is as follows:

|  | Building Materials Distribution |  | Wood Products |  | Total
|  | (thousands)
Balance at December 31, 2025 |  | $ | 59,218 |  |  | $ | 126,166 |  |  | $ | 185,384 |
Measurement period adjustments (a) |  | (145) |  |  | — |  |  | (145) |
Balance at June 30, 2026 |  | $ | 59,073 |  |  | $ | 126,166 |  |  | $ | 185,239 |

___________________________________
(a) Represents measurement period adjustments related to the acquisition of Holden Humphrey in fourth quarter 2025. For additional information on the acquisition, see Note 6, Acquisitions, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K.
At June 30, 2026 and December 31, 2025, intangible assets represented the values assigned to trade names and trademarks and customer relationships. We maintain trademarks for our manufactured wood products, particularly EWP. Our key registered trademarks are perpetual in duration as long as we continue to timely file all post registration maintenance documents related thereto. These trademarks have indefinite lives, are not amortized, and have a carrying amount of $8.9 million. In addition, we have acquired trade names and customer relationships through acquisitions, which are amortized over their useful life. For both the three months ended June 30, 2026 and 2025 we recognized $5.1 million of amortization expense for intangible assets. For the six months ended June 30, 2026 and 2025 we recognized $10.4 million and $10.2 million, respectively, of amortization expense for intangible assets.
Intangible assets consisted of the following:

|  | June 30, 2026
|  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
|  | (thousands)
Trade names and trademarks |  | $ | 27,600 |  |  | $ | (3,999) |  |  | $ | 23,601 |
Customer relationships |  | 204,078 |  |  | (78,383) |  |  | 125,695 |
|  | $ | 231,678 |  |  | $ | (82,382) |  |  | $ | 149,296 |

|  | December 31, 2025
|  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
|  | (thousands)
Trade names and trademarks |  | $ | 27,600 |  |  | $ | (3,399) |  |  | $ | 24,201 |
Customer relationships |  | 204,078 |  |  | (68,614) |  |  | 135,464 |
|  | $ | 231,678 |  |  | $ | (72,013) |  |  | $ | 159,665 |

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6. Debt
Long-term debt consisted of the following:

| June 30, 2026 |  | December 31, 2025
| (thousands)
Revolving credit facility due 2030 | $ | 50,000 |  |  | $ | 50,000 |
4.875% senior notes due 2030 | 400,000 |  |  | 400,000 |
4% promissory note due 2031 | 2,483 |  |  | — |
Deferred financing costs | (4,075) |  |  | (4,595) |
Long-term debt | $ | 448,408 |  |  | $ | 445,405 |

Credit Agreement
On April 14, 2025, we entered into a Credit Agreement (the Credit Agreement) with JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders from time to time party thereto. The Credit Agreement provides for a $450 million revolving credit facility (the Revolver), which includes a $45 million swingline sub-facility and a $75 million letter of credit sub-facility. Borrowings under the Revolver may be repaid and re-borrowed from time to time at our discretion without premium or penalty. The proceeds of borrowings under the agreement are available for working capital needs and general business purposes. The Credit Agreement matures on April 12, 2030.
Interest rates under the Credit Agreement are based, at our election, on either an Alternate Base Rate, a Term SOFR Rate, or a Daily Simple SOFR Rate (each as defined in the Credit Agreement), each plus an applicable spread based on our Net Leverage Ratio (as defined in the Credit Agreement). The frequency of interest payments on borrowings under the Credit Agreement is dependent on the type of borrowing outstanding. In addition, we are required to pay an unused commitment fee on the unused portion of the lending commitments. This fee ranges from 0.20% to 0.30% per annum, dependent upon our Net Leverage Ratio.
The Credit Agreement is secured by a first priority security interest in substantially all of the assets of Boise Cascade Company and the guarantors under the Credit Agreement, except real property and certain other excluded property. The obligations of Boise Cascade Company are required to be guaranteed by all Material Domestic Subsidiaries (as defined in the Credit Agreement).
The Credit Agreement contains customary nonfinancial covenants, including but not limited to, restrictions on new indebtedness, liens, dispositions, certain investments, mergers, swap agreements, restricted payments, and restrictions on affiliate transactions. The Credit Agreement also contains a requirement that our Net Leverage Ratio shall not exceed 3.5:1 as of the last day of any fiscal quarter. The restricted payment covenant includes restrictions on our ability to pay dividends or repurchase stock. Among other carve outs from this provision is one that allows us to pay dividends or repurchase stock without any dollar limitation, so long as both before and immediately after giving effect to such payments, (i) no default exists or would result therefrom and (ii) the Net Leverage Ratio is less than or equal to 3:1.
At both June 30, 2026 and December 31, 2025, we had $50.0 million outstanding under the Revolver and $4.9 million of letters of credit outstanding. These letters of credit and borrowings, if any, reduce availability under the Revolver by an equivalent amount. Availability at June 30, 2026 was $395.1 million. During the six months ended June 30, 2026, the average interest rate on borrowings outstanding under the Revolver was approximately 4.89%.
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2030 Notes
On July 27, 2020, we issued $400 million of 4.875% senior notes due July 1, 2030 (2030 Notes) through a private placement that was exempt from the registration requirements of the Securities Act. Interest on our 2030 Notes is payable semiannually in arrears on January 1 and July 1. The 2030 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Credit Agreement.
The 2030 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Credit Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2030 Notes.
The terms of the indenture governing the 2030 Notes, among other things, limit the ability of Boise Cascade and our restricted subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets. The indenture governing the 2030 Notes permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the indenture, and (ii) our consolidated leverage ratio is no greater than 3.5:1, or (iii) the dividend, together with other dividends since the issue date, would not exceed our "builder" basket under the indenture. In addition, the indenture includes certain specific baskets for the payment of dividends.
The indenture governing the 2030 Notes provides for customary events of default and remedies.
Cash Paid for Interest
For the six months ended June 30, 2026 and 2025, cash payments for interest were $11.2 million and $8.1 million, respectively.
7. Leases
Lease Costs
The components of lease expense were as follows:

| Three Months Ended June 30 |  | Six Months Ended June 30
| 2026 |  | 2025 |  | 2026 |  | 2025
| (thousands)
Operating lease cost | $ | 3,306 |  |  | $ | 3,605 |  |  | $ | 6,975 |  |  | $ | 7,021 |
Finance lease cost |  |  |  |  |  |  |
Amortization of right-of-use assets | 819 |  |  | 545 |  |  | 1,258 |  |  | 1,145 |
Interest on lease liabilities | 787 |  |  | 493 |  |  | 1,235 |  |  | 996 |
Variable lease cost | 1,446 |  |  | 1,414 |  |  | 2,790 |  |  | 2,906 |
Short-term lease cost | 1,573 |  |  | 1,592 |  |  | 3,488 |  |  | 3,285 |
Sublease income | (13) |  |  | (64) |  |  | (20) |  |  | (117) |
Total lease cost | $ | 7,918 |  |  | $ | 7,585 |  |  | $ | 15,726 |  |  | $ | 15,236 |

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Other Information
Supplemental cash flow information related to leases was as follows:

| Six Months Ended June 30 |
| 2026 |  | 2025 |
| (thousands) |
Cash paid for amounts included in the measurement of lease liabilities |  |  |  |
Operating cash flows from operating leases | $ | 6,957 |  |  | $ | 6,797 |  |
Operating cash flows from finance leases | 1,233 |  |  | 995 |  |
Financing cash flows from finance leases | 786 |  |  | 943 |  |
Right-of-use assets obtained in exchange for lease obligations |  |  |  |
Operating leases | 2,954 |  |  | 8,885 |  |
Finance leases | 30,386 |  |  | — |  |

Other information related to leases was as follows:

| June 30, 2026 |  | December 31, 2025 |  |  |  |
Weighted-average remaining lease term (years) |  |  |  |  |  |  |
Operating leases | 6 |  | 7 |  |  |  |
Finance leases | 14 |  | 12 |  |  |  |
Weighted-average discount rate |  |  |  |  |  |  |
Operating leases | 5.8 | % |  | 5.9 | % |  |  |  |
Finance leases | 6.9 | % |  | 8.6 | % |  |  |  |

As of June 30, 2026, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:

|  | Operating Leases |  | Finance Leases
|  | (thousands)
Remainder of 2026 |  | $ | 6,741 |  |  | $ | 2,532 |
2027 |  | 13,121 |  |  | 5,141 |
2028 |  | 10,251 |  |  | 5,038 |
2029 |  | 9,330 |  |  | 5,066 |
2030 |  | 7,327 |  |  | 4,904 |
Thereafter |  | 19,324 |  |  | 49,119 |
Total future minimum lease payments |  | 66,094 |  |  | 71,800 |
Less: interest |  | (11,559) |  |  | (25,492) |
Total lease obligations |  | 54,535 |  |  | 46,308 |
Less: current obligations |  | (10,601) |  |  | (2,011) |
Long-term lease obligations |  | $ | 43,934 |  |  | $ | 44,297 |

As of June 30, 2026, undiscounted future lease payments for an additional lease that has not yet commenced are approximately $26 million. This lease is expected to commence in the second half of 2026 with a lease term of approximately 16 years.
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8. Stock-Based Compensation
During the six months ended June 30, 2026 and 2025, we granted two types of stock-based awards: performance stock units (PSUs) and restricted stock units (RSUs).
PSU and RSU Awards
During the six months ended June 30, 2026, we granted 91,368 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 2026, 2027, and 2028. 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 2026 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. During the six months ended June 30, 2025, we granted 83,616 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 six months ended June 30, 2026 and 2025, we granted an aggregate of 112,187 and 99,025 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions. For both periods, 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 six months ended June 30, 2026 and 2025, the total fair value of PSUs and RSUs vested was $17.3 million and $15.8 million, respectively.
The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the six months ended June 30, 2026:

| PSUs |  | RSUs
| Number of shares |  | Weighted Average Grant-Date Fair Value |  | Number of shares |  | Weighted Average Grant-Date Fair Value
Outstanding, December 31, 2025 | 242,320 |  |  | $ | 93.44 |  |  | 152,293 |  |  | $ | 105.92 |
Granted | 91,368 |  |  | 82.74 |  |  | 112,187 |  |  | 82.72 |
Performance condition adjustment (a) | (5,357) |  |  | 103.66 |  |  | — |  |  | — |
Vested | (124,740) |  |  | 72.13 |  |  | (83,967) |  |  | 101.03 |
Forfeited | (1,551) |  |  | 90.63 |  |  | (4,981) |  |  | 85.96 |
Outstanding, June 30, 2026 | 202,040 |  |  | $ | 101.50 |  |  | 175,532 |  |  | $ | 93.99 |

_______________________________
(a) Represents total PSUs forfeited during the six months ended June 30, 2026, related to below-target achievement of the 2025 performance condition on awards granted to other employees in 2025. During the 2025 performance period, other employees earned 63% of the target based on Boise Cascade's 2025 EBITDA, determined by executive management, in accordance with the related grant agreement.
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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 performance and service conditions over the requisite service period based on the most probable number of shares expected to vest. 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 June 30 |  | Six Months Ended June 30
| 2026 |  | 2025 |  | 2026 |  | 2025
| (thousands)
PSUs | $ | 1,122 |  |  | $ | 1,194 |  |  | $ | 2,388 |  |  | $ | 3,026 |
RSUs | 2,261 |  |  | 2,059 |  |  | 4,453 |  |  | 3,984 |
Total | $ | 3,383 |  |  | $ | 3,253 |  |  | $ | 6,841 |  |  | $ | 7,010 |

The related tax benefit for the six months ended June 30, 2026 and 2025, was $1.8 million and $1.9 million, respectively. As of June 30, 2026, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $21.2 million. This expense is expected to be recognized over a weighted-average period of 2.0 years.
9. Stockholders' Equity
Dividends
On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock. For more information regarding our dividend declarations and payments made during each of the six months ended June 30, 2026 and 2025, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.
On July 30, 2026, our board of directors declared a quarterly dividend of $0.23 per share on our common stock, payable on September 16, 2026, to stockholders of record on September 1, 2026. For a description of the restrictions in our revolving credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 6, Debt.
Future dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, material cash requirements, restrictions imposed by our revolving credit facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.
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Stock Repurchase
On October 30, 2025, our board of directors approved a new share repurchase authorization of $300.0 million of our outstanding common stock, excluding applicable fees and taxes. Share repurchases may be made on an opportunistic basis, through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws. We are not obligated to purchase any shares and there is no set date that the share repurchase program will expire. Our board of directors, at its discretion, may increase or decrease the amount authorized or terminate the share repurchase program at any time.
During third quarter 2025, our board of directors approved a resolution to retire all outstanding treasury shares previously purchased, as well as a policy to retire all future shares immediately upon repurchase. In accordance with the Company’s policy, the excess cost over par value of retired shares is allocated to retained earnings. Repurchased shares are subject to a 1% excise tax, which is also allocated to retained earnings.
During the six months ended June 30, 2026, we repurchased and retired 1,404,815 shares at a cost of $108.3 million, or an average of $77.08 per share, exclusive of excise tax. The shares were purchased with cash on hand and were retired in accordance with our board-approved policy. As of June 30, 2026, there was $130.4 million of our outstanding common stock that may yet be purchased under the share repurchase program. During the six months ended June 30, 2025, we repurchased 837,352 shares with cash on hand at a cost of $86.0 million, or an average of $102.72 per share, exclusive of excise tax.
10. Transactions With Related Party
Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50% owned by us and 50% owned by Packaging Corporation of America (PCA). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA in Louisiana. We are not the primary beneficiary of LTP as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements.
Sales
Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $2.6 million and $2.2 million, respectively, during the three months ended June 30, 2026 and 2025, and $4.7 million and $3.8 million, respectively, during the six months ended June 30, 2026 and 2025. These sales are recorded in "Sales" in our Consolidated Statements of Operations.
Costs and Expenses
Related-party wood fiber purchases from LTP were $21.4 million and $17.9 million, respectively, during the three months ended June 30, 2026 and 2025, and $39.4 million and $32.8 million, respectively, during the six months ended June 30, 2026 and 2025. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.
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11. Segment Information
We operate our business using two reportable segments: BMD and Wood Products. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 15, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K.
BMD and Wood Products segment sales to external customers, including related parties, by product line, are as follows:

| Three Months Ended June 30 |  | Six Months Ended June 30
| 2026 |  | 2025 |  | 2026 |  | 2025
| (millions)
Building Materials Distribution |  |  |  |  |  |  |
General line | $ | 796.3 |  |  | $ | 733.7 |  |  | $ | 1,421.3 |  |  | $ | 1,333.5 |
Commodity | 590.5 |  |  | 551.8 |  |  | 1,083.3 |  |  | 1,068.7 |
Engineered wood products | 310.7 |  |  | 329.4 |  |  | 581.8 |  |  | 619.9 |
| 1,697.4 |  |  | 1,614.9 |  |  | 3,086.4 |  |  | 3,022.0 |
Wood Products (a) |  |  |  |  |  |  |
LVL (b) | 14.2 |  |  | 14.3 |  |  | 24.6 |  |  | 31.0 |
I-joists (b) | 6.9 |  |  | 8.7 |  |  | 11.7 |  |  | 19.9 |
Other engineered wood products (b) | 3.0 |  |  | 5.7 |  |  | 5.1 |  |  | 12.5 |
Plywood and veneer | 72.7 |  |  | 61.6 |  |  | 131.9 |  |  | 121.4 |
Lumber | 13.4 |  |  | 12.6 |  |  | 25.6 |  |  | 25.2 |
Byproducts | 15.7 |  |  | 15.8 |  |  | 31.1 |  |  | 31.5 |
Other | 8.0 |  |  | 6.5 |  |  | 13.6 |  |  | 13.0 |
| 133.9 |  |  | 125.2 |  |  | 243.6 |  |  | 254.6 |
| $ | 1,831.3 |  |  | $ | 1,740.1 |  |  | $ | 3,329.9 |  |  | $ | 3,276.6 |

___________________________________
(a) Amounts represent sales to external customers. Sales are calculated after intersegment sales eliminations to our BMD segment.
(b) Sales of EWP to external customers are net of the cost of all EWP rebates and sales allowances provided at various stages of the supply chain (including distributors, dealers, and homebuilders). For the six months ended June 30, 2026 and 2025, approximately 77% and 74%, respectively, of Wood Products' EWP sales volumes were to our BMD segment.
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An analysis of our operations by segment is as follows:

| Three Months Ended June 30 |  | Six Months Ended June 30
| 2026 |  | 2025 |  | 2026 |  | 2025
| (thousands)
Building Materials Distribution |  |  |  |  |  |  |
Sales | $ | 1,697,494 |  |  | $ | 1,614,915 |  |  | $ | 3,086,442 |  |  | $ | 3,022,031 |
Less: |  |  |  |  |  |  |
Materials, labor, and other operating expenses (excluding depreciation) (a) | 1,439,101 |  |  | 1,365,755 |  |  | 2,628,337 |  |  | 2,566,695 |
Selling and distribution expenses | 161,674 |  |  | 150,865 |  |  | 302,948 |  |  | 283,964 |
Other segment items (b) | 11,097 |  |  | 6,447 |  |  | 21,310 |  |  | 16,745 |
Depreciation and amortization | 15,505 |  |  | 13,815 |  |  | 30,788 |  |  | 28,177 |
| 1,627,377 |  |  | 1,536,882 |  |  | 2,983,383 |  |  | 2,895,581 |
Segment income from operations | $ | 70,117 |  |  | $ | 78,033 |  |  | $ | 103,059 |  |  | $ | 126,450 |
Wood Products |  |  |  |  |  |  |
Sales | $ | 459,603 |  |  | $ | 447,235 |  |  | $ | 857,807 |  |  | $ | 863,080 |
Less: |  |  |  |  |  |  |
Materials, labor, and other operating expenses (excluding depreciation) (a) | 390,877 |  |  | 398,451 |  |  | 743,862 |  |  | 760,697 |
Other segment items (b) | 16,355 |  |  | 11,492 |  |  | 29,617 |  |  | 24,896 |
Depreciation and amortization | 26,718 |  |  | 23,316 |  |  | 50,183 |  |  | 45,802 |
| 433,950 |  |  | 433,259 |  |  | 823,662 |  |  | 831,395 |
Segment income from operations | $ | 25,653 |  |  | $ | 13,976 |  |  | $ | 34,145 |  |  | $ | 31,685 |
Reconciliation of sales |  |  |  |  |  |  |
Building Materials Distribution | $ | 1,697,494 |  |  | $ | 1,614,915 |  |  | $ | 3,086,442 |  |  | $ | 3,022,031 |
Wood Products | 459,603 |  |  | 447,235 |  |  | 857,807 |  |  | 863,080 |
Intersegment eliminations (c) | (325,762) |  |  | (322,036) |  |  | (614,300) |  |  | (608,503) |
Total net sales | $ | 1,831,335 |  |  | $ | 1,740,114 |  |  | $ | 3,329,949 |  |  | $ | 3,276,608 |
Reconciliation of income |  |  |  |  |  |  |
Building Materials Distribution | $ | 70,117 |  |  | $ | 78,033 |  |  | $ | 103,059 |  |  | $ | 126,450 |
Wood Products | 25,653 |  |  | 13,976 |  |  | 34,145 |  |  | 31,685 |
Unallocated corporate costs (d) | (11,794) |  |  | (11,479) |  |  | (25,443) |  |  | (23,086) |
Income from operations | $ | 83,976 |  |  | $ | 80,530 |  |  | $ | 111,761 |  |  | $ | 135,049 |
Interest expense | (7,106) |  |  | (5,183) |  |  | (13,125) |  |  | (10,495) |
Interest income | 2,152 |  |  | 4,623 |  |  | 5,089 |  |  | 10,133 |
Other unallocated items (e) | (450) |  |  | 626 |  |  | (721) |  |  | 103 |
Income before income taxes | $ | 78,572 |  |  | $ | 80,596 |  |  | $ | 103,004 |  |  | $ | 134,790 |

___________________________________
(a) Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our BMD segment are for inventory purchased for resale. "Materials, labor, and other operating expenses (excluding depreciation)" for our Wood Products segment are the costs associated with Wood Products' manufacturing processes, including wood fiber, labor, glues and resins, energy, operating supplies, maintenance materials, freight, and other manufacturing costs.
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(b) Other segment items for our BMD segment includes general and administrative expenses and other income (expense). Other segment items for our Wood Products segment includes selling and distribution expenses, general and administrative expenses, and other income (expense).
(c) Primarily represents intersegment sales from our Wood Products segment to our BMD segment.
(d) Unallocated corporate costs include corporate support staff services, and related assets and liabilities. Support services include, but are not limited to, information technology, human resources, finance, accounting, insurance and legal functions. For the six months ended June 30, 2026, unallocated corporate costs includes $1.8 million of estimated insurance losses related to a fire at our Florien veneer and plywood facility.
(e) Other unallocated items include foreign exchange gains and losses, pension expense (excluding service costs) and the change in fair value of interest rate swaps.

| June 30, 2026 |  | December 31, 2025 |  |  |  |
| (thousands)
Assets |  |  |  |  |  |  |
Building Materials Distribution | $ | 1,863,419 |  |  | $ | 1,580,239 |  |  |  |  |
Wood Products | 1,204,452 |  |  | 1,183,351 |  |  |  |  |
Corporate | 320,401 |  |  | 478,353 |  |  |  |  |
Total assets | $ | 3,388,272 |  |  | $ | 3,241,943 |  |  |  |  |

| Three Months Ended June 30 |  | Six Months Ended June 30
| 2026 |  | 2025 |  | 2026 |  | 2025
| (thousands)
Capital expenditures |  |  |  |  |  |  |
Building Materials Distribution (a) | $ | 8,192 |  |  | $ | 39,588 |  |  | $ | 31,103 |  |  | $ | 62,019 |
Wood Products | 15,154 |  |  | 39,358 |  |  | 31,817 |  |  | 70,047 |
Corporate | 145 |  |  | 106 |  |  | 395 |  |  | 191 |
Total capital expenditures | $ | 23,491 |  |  | $ | 79,052 |  |  | $ | 63,315 |  |  | $ | 132,257 |

___________________________________
(a) For the six months ended June 30, 2026, capital expenditures for BMD is reported net of a $2.5 million promissory note, which partially funded the purchase of our previously leased distribution facility in Boise, Idaho.
12. Commitments, Legal Proceedings and Contingencies, and Guarantees
Commitments
We are a party to a number of long-term log supply agreements that are discussed in Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. As of June 30, 2026, there have been no material changes to the above commitments disclosed in the 2025 Form 10-K.
Legal Proceedings and Contingencies
We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, employment-related claims, and governmental investigations and audits, among others. In accordance with accounting guidance, the Company establishes an accrual for legal proceedings if and when those matters present loss contingencies that are both probable and reasonably estimable. There may be actual losses in excess of amounts accrued. The Company monitors those matters for developments that would affect the likelihood of a loss (taking into account, where applicable, indemnification arrangements concerning suppliers and insurers) and the accrued amount, if any, thereof, and adjusts the amount as appropriate. If the loss contingency at issue is not both probable and reasonably estimable,
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the Company does not establish an accrual, but monitors for developments that make the contingency both probable and reasonably estimable. In each case, there is a reasonable possibility that a loss may be incurred, including a loss in excess of the applicable accrual. For matters where no accrual has been recorded, the possible loss or range of loss (including any loss in excess of the accrual) cannot, in the Company's view, be reasonably estimated because, among other things: the remedies or penalties sought are indeterminate or unspecified; the legal and/or factual theories are not well developed; and/or the matters involve complex or novel legal theories or a large number of parties. The Company recorded an accrual with respect to a matter described below, in addition to other immaterial accruals for matters not described below.
On May 22, 2024, our distribution facility in Pompano, Florida, was put on notice of an investigation by the Department of Homeland Security’s Immigration and Customs Enforcement. The requested information, primarily documentation, related to the importation of certain third-party produced plywood products in accordance with the Lacey Act. On April 27, 2026, the Company and the Department of Justice ("DOJ") entered into a plea agreement under which the Company pled guilty to one felony count under the Lacey Act and agreed, among other things, to pay a fine of approximately $6.4 million and serve five years' probation. The plea agreement was accepted by the U.S. District Court for the Southern District of Florida and the matter concluded on the same day. The fine was recorded in other current liabilities and other (income) and expense, net, during fourth quarter 2025, and was paid during the second quarter of 2026.
The Company does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows; it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual fiscal quarter or year.
Guarantees
We provide guarantees, indemnifications, and assurances to others. Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of June 30, 2026, there have been no material changes to the guarantees disclosed in the 2025 Form 10-K.
13. Subsequent Events
On July 13, 2026, the Company received a notice of termination, to be effective August 12, 2026, of the commercial distribution relationship between Trex Company, Inc. (Trex) and the Company. For the 12-month period ended June 30, 2026, approximately 9% of the Company's total revenue was derived from the commercial distribution relationship with Trex.
Effective as of July 31, 2026, our wholly-owned subsidiary, Boise Cascade Building Materials Distribution, L.L.C. (BMD), entered into a Distribution Agreement (the Distribution Agreement) with James Hardie Building Products Inc. (James Hardie), a wholly-owned subsidiary of James Hardie Industries plc, for an initial 10-year term. Pursuant to the Distribution Agreement, Boise Cascade will be the sole full-line national distributor of James Hardie's complete portfolio of exterior building products, including TimberTech® decking and railing that will serve as the replacement for displaced Trex products.
The Company is currently evaluating the net impact of the Trex termination notice and the Distribution Agreement on our future results of operations, cash flows, and financial position, including, among other factors, the timing and extent of any transition-related impacts. As of the date of this filing, the Company is unable to reasonably estimate the impact on our future results of operations, cash flows, and financial position for future periods because the assessment depends upon unknown factors and will evolve as the Distribution Agreement is implemented.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Understanding Our Financial Information
This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes in "Item 1. Financial Statements" of this Form 10-Q, as well as our 2025 Form 10-K. The following discussion includes statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other non-historical statements in the discussion, are forward-looking. These forward-looking statements include, without limitation, any statement that may predict, indicate, or imply future results, performance, or achievements and may contain the words "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Item 1A. Risk Factors" in our 2025 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (the SEC). We do not assume an obligation to update any forward-looking statement. Our future actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q.
Background
Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. Boise Cascade is a large, integrated building materials distributor and wood products manufacturer with widespread operations throughout the United States (U.S.) and one manufacturing facility in Canada. We have two reportable segments: (i) Building Materials Distribution (BMD), which is a wholesale distributor of building materials; and (ii) Wood Products, which primarily manufactures engineered wood products (EWP) and plywood. Our products are used in the construction of new residential housing, including single-family, multi-family, and manufactured homes, the repair-and-remodeling of existing housing, the construction of light industrial and commercial buildings, and other industrial applications. For more information, see Note 11, Segment Information, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.
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Executive Overview
We recorded income from operations of $84.0 million during the three months ended June 30, 2026, compared with income from operations of $80.5 million during the three months ended June 30, 2025. In our BMD segment, income decreased $7.9 million to $70.1 million for the three months ended June 30, 2026, from $78.0 million for the three months ended June 30, 2025. The decrease in segment income was driven by increased selling and distribution expenses and depreciation and amortization expense of $10.8 million and $1.7 million, respectively. Additionally, segment income in second quarter 2025 benefited from a $3.8 million gain on the sale of a non-operating property. These decreases in segment income were offset partially by a gross margin increase of $9.2 million, resulting from higher gross margins on commodity and general line products, which were offset partially by lower gross margins on EWP. In our Wood Products segment, income increased $11.7 million to $25.7 million for the three months ended June 30, 2026, from $14.0 million for the three months ended June 30, 2025. The increase in segment income was primarily due to higher plywood sales prices and sales volumes, as well as lower per-unit OSB costs. These increases in segment income were offset partially by lower EWP sales prices and higher per-unit conversion costs. Additionally, segment income in second quarter 2025 benefited from a $3.9 million gain on the sale of a non-operating property. These changes are discussed further in "Our Operating Results" below.
We ended second quarter 2026 with $304.8 million of cash and cash equivalents and $395.1 million of undrawn committed bank line availability, for total available liquidity of $699.9 million. We had $452.5 million of outstanding debt at June 30, 2026. We used $172.4 million of cash during the six months ended June 30, 2026, to fund seasonal working capital increases, capital spending, share repurchases, and dividends paid on our common stock. A further description of our cash sources and uses for the six-month comparative periods are discussed in "Liquidity and Capital Resources" below.
Demand for the products we purchase and distribute, as well as the products we manufacture, depends primarily on new single-family residential construction, with additional demand driven by new multi-family residential construction, residential repair-and-remodeling, and light commercial activity. During the second quarter, the operating environment remained uneven and competitive. Ongoing geopolitical uncertainty, volatile Treasury yields and mortgage rates, and persistent inflation continue to weigh on the macroeconomic outlook. Against this backdrop, residential construction remains subdued, as affordability constraints and low consumer sentiment pressure market conditions. In response, homebuilders have relied on incentives to stimulate demand while maintaining discipline around starts and spec inventory. Beyond near-term volatility, long-term residential construction fundamentals remain constructive, supported by generational tailwinds and an undersupplied housing market. High homeowner equity and an aging U.S. housing stock support sustained repair-and-remodel spending and reinforce the industry’s solid underlying demand drivers.
Our distribution business, which purchases and resells a diverse range of products, may benefit from rising prices through increased sales and margins, while periods of declining prices may present challenges. Future product pricing, particularly for commodity products we distribute and manufacture, is expected to remain dynamic, influenced by economic and geopolitical conditions, input costs, industry operating rates, supply disruptions, duties, tariffs, cost and availability of transportation, inventory levels, and seasonal demand patterns. We will continue to monitor end market demand signals and align production rates and inventory stocking positions accordingly.
Factors That Affect Our Operating Results and Trends
Our results of operations and financial performance are influenced by a variety of factors, including the following:
•the commodity nature of a portion of our products and their price movements, which are driven largely by general economic conditions, industry capacity and operating rates, industry cycles that affect supply and demand, and net import and export activity;
•the highly competitive nature of our industry;
•declines in demand for our products due to competing technologies or materials, as well as changes in building code provisions;
•disruptions to information systems used to process and store customer, employee, and vendor information, as well as the technology that manages our operations and other business processes;
•material disruptions and/or major equipment failure at our manufacturing facilities;
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•declining demand for residual byproducts, particularly wood chips generated in our manufacturing operations;
•labor disruptions, shortages of skilled and technical labor, or increased labor costs;
•product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers;
•the termination of the distribution relationship with our former composite decking supplier and our ability to execute a successful transition to our new third-party supplier for composite decking;
•the cost and availability of third-party transportation services used to deliver the goods we distribute and manufacture, as well as our raw materials;
•cost and availability of raw materials, particularly wood fiber;
•the need to successfully formulate and implement succession plans for key members of our management team;
•our ability to execute our organic growth and acquisition strategies efficiently and effectively;
•failures or delays with new or existing technology systems and software platforms;
•our ability to successfully pursue our long-term growth strategy related to innovation and digital technology;
•concentration of our sales among a relatively small group of customers, as well as the financial condition and creditworthiness of our customers;
•impairment of our long-lived assets, goodwill, and/or intangible assets;
•substantial ongoing capital investment costs, including those associated with organic growth and acquisitions, and the difficulty in offsetting fixed costs related to those investments;
•our indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs;
•restrictive covenants contained in our debt agreements;
•changes in or failure to comply with laws and regulations;
•changes in foreign trade policy, including the imposition of tariffs;
•compliance with data privacy and security laws and regulations;
•the impacts of climate change and related legislative and regulatory responses intended to reduce climate change;
•cost of compliance with government regulations, in particular, environmental regulations;
•exposure to product liability, product warranty, casualty, construction defect, and other claims;
•fluctuations in the market for our equity; and
•the other factors described in "Item 1A. Risk Factors" in our 2025 Form 10-K.
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Our Operating Results
The following tables set forth our operating results in dollars and as a percentage of sales for the three and six months ended June 30, 2026 and 2025:

| Three Months Ended June 30 |  | Six Months Ended June 30
| 2026 |  | 2025 |  | 2026 |  | 2025
| (millions)
Sales | $ | 1,831.3 |  |  | $ | 1,740.1 |  |  | $ | 3,329.9 |  |  | $ | 3,276.6 |
Costs and expenses |  |  |  |  |  |  |
Materials, labor, and other operating expenses (excluding depreciation) | 1,503.5 |  |  | 1,441.5 |  |  | 2,758.5 |  |  | 2,717.6 |
Depreciation and amortization | 42.7 |  |  | 37.4 |  |  | 81.8 |  |  | 74.5 |
Selling and distribution expenses | 173.8 |  |  | 161.8 |  |  | 324.2 |  |  | 305.5 |
General and administrative expenses | 27.3 |  |  | 26.5 |  |  | 53.6 |  |  | 51.5 |
Other (income) expense, net | 0.1 |  |  | (7.6) |  |  | 0.1 |  |  | (7.5) |
| 1,747.4 |  |  | 1,659.6 |  |  | 3,218.2 |  |  | 3,141.6 |
Income from operations | $ | 84.0 |  |  | $ | 80.5 |  |  | $ | 111.8 |  |  | $ | 135.0 |
| (percentage of sales)
Sales | 100.0 | % |  | 100.0 | % |  | 100.0 | % |  | 100.0 | %
Costs and expenses |  |  |  |  |  |  |
Materials, labor, and other operating expenses (excluding depreciation) | 82.1 | % |  | 82.8 | % |  | 82.8 | % |  | 82.9 | %
Depreciation and amortization | 2.3 |  |  | 2.1 |  |  | 2.5 |  |  | 2.3 |
Selling and distribution expenses | 9.5 |  |  | 9.3 |  |  | 9.7 |  |  | 9.3 |
General and administrative expenses | 1.5 |  |  | 1.5 |  |  | 1.6 |  |  | 1.6 |
Other (income) expense, net | — |  |  | (0.4) |  |  | — |  |  | (0.2) |
| 95.4 | % |  | 95.4 | % |  | 96.6 | % |  | 95.9 | %
Income from operations | 4.6 | % |  | 4.6 | % |  | 3.4 | % |  | 4.1 | %

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Sales Volumes and Prices
Set forth below are historical U.S. housing starts data, sales mix and gross margin information for our BMD segment, and segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment for the three and six months ended June 30, 2026 and 2025:

| Three Months Ended June 30 |  | Six Months Ended June 30
| 2026 |  | 2025 |  | 2026 |  | 2025
| (thousands)
U.S. Housing Starts (a) |  |  |  |  |  |  |
Single-family | 252.7 |  |  | 263.9 |  |  | 466.7 |  |  | 492.7 |
Multi-family | 119.1 |  |  | 110.6 |  |  | 229.0 |  |  | 199.6 |
| 371.8 |  |  | 374.5 |  |  | 695.7 |  |  | 692.3 |
| (thousands)
Segment Sales |  |  |  |  |  |  |
Building Materials Distribution | $ | 1,697,494 |  |  | $ | 1,614,915 |  |  | $ | 3,086,442 |  |  | $ | 3,022,031 |
Wood Products | 459,603 |  |  | 447,235 |  |  | 857,807 |  |  | 863,080 |
Intersegment eliminations | (325,762) |  |  | (322,036) |  |  | (614,300) |  |  | (608,503) |
Total sales | $ | 1,831,335 |  |  | $ | 1,740,114 |  |  | $ | 3,329,949 |  |  | $ | 3,276,608 |
| (percentage of BMD sales)
Building Materials Distribution |  |  |  |  |  |  |
Product Line Sales |  |  |  |  |  |  |
General line | 46.9 | % |  | 45.4 | % |  | 46.1 | % |  | 44.1 | %
Commodity | 34.8 | % |  | 34.2 | % |  | 35.1 | % |  | 35.4 | %
Engineered wood products | 18.3 | % |  | 20.4 | % |  | 18.8 | % |  | 20.5 | %
Gross margin percentage (b) | 15.2 | % |  | 15.4 | % |  | 14.8 | % |  | 15.1 | %
Wood Products | (millions)
Sales Volumes |  |  |  |  |  |  |
Laminated veneer lumber (LVL) (cubic feet) | 5.3 |  |  | 5.5 |  |  | 9.9 |  |  | 10.1 |
I-joists (equivalent lineal feet) | 61 |  |  | 62 |  |  | 113 |  |  | 117 |
Plywood (sq. ft.) (3/8" basis) | 368 |  |  | 356 |  |  | 741 |  |  | 718 |
Wood Products | (dollars per unit)
Average Net Selling Prices |  |  |  |  |  |  |
LVL (cubic foot) | $ | 24.10 |  |  | $ | 25.22 |  |  | $ | 24.16 |  |  | $ | 25.62 |
I-joists (1,000 equivalent lineal feet) | 1,679 |  |  | 1,801 |  |  | 1,689 |  |  | 1,816 |
Plywood (1,000 sq. ft.) (3/8" basis) | 393 |  |  | 342 |  |  | 368 |  |  | 341 |

_______________________________________
(a) Actual U.S. housing starts as reported by the U.S. Census Bureau.
(b) We define gross margin as "Sales" less "Materials, labor, and other operating expenses (excluding depreciation)." Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our BMD segment are for inventory purchased for resale. Gross margin percentage is gross margin as a percentage of segment sales.
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Sales
For the three months ended June 30, 2026, total sales increased $91.2 million, or 5%, to $1,831.3 million from $1,740.1 million during the three months ended June 30, 2025. For the six months ended June 30, 2026, total sales increased $53.3 million, or 2%, to $3,329.9 million from $3,276.6 million for the same period in the prior year. As described below, the change in sales in both periods was driven by the changes in sales prices and volumes for the products we distribute and manufacture, with single-family residential construction activity being the key demand driver for our sales. In second quarter 2026, total U.S. housing starts and single-family housing starts decreased 1% and 4%, respectively, compared with the same period in 2025. On a year-to-date basis through June 2026, total U.S. housing starts were flat, while single-family housing starts decreased 5% compared to the same period in 2025. Average composite lumber prices for the three and six months ended June 30, 2026 were 8% and 2% higher, respectively, than in the same periods in the prior year, as reflected by Random Lengths composite lumber pricing. Average composite panel prices for the three and six months ended June 30, 2026 were 1% and 8% lower, respectively, than in the same periods in the prior year, as reflected by Random Lengths composite panel pricing.
Building Materials Distribution. Sales increased $82.6 million, or 5%, to $1,697.5 million for the three months ended June 30, 2026, from $1,614.9 million for the three months ended June 30, 2025. The overall increase in sales was driven by net sales volume and net sales price increases of 4% and 1%, respectively. By product line, general line product sales increased 9%, or $62.7 million; commodity sales increased 7%, or $38.6 million; and EWP sales (substantially all of which are sourced through our Wood Products segment) decreased 6%, or $18.7 million.
During the six months ended June 30, 2026, sales increased $64.4 million, or 2%, to $3,086.4 million from $3,022.0 million for the same period in the prior year. The overall increase in sales was driven by net sales volume increases of 3%, offset partially by net sales price decreases of 1%. By product line, general line product sales increased 7%, or $87.9 million; commodity sales increased 1%, or $14.6 million; and sales of EWP decreased 6%, or $38.1 million.
Wood Products. Sales, including sales to our BMD segment, increased $12.4 million, or 3%, to $459.6 million for the three months ended June 30, 2026, from $447.2 million for the three months ended June 30, 2025. The increase in sales was driven by higher plywood sales prices and sales volumes of 15% and 3%, respectively, resulting in increased sales of $18.8 million and $4.1 million, respectively. These increases were offset partially by lower sales prices for I-joists and LVL (collectively referred to as EWP) of 7% and 4%, respectively, resulting in decreased sales of $7.5 million and $5.9 million, respectively. Additionally, EWP sales volumes decreased by 2%, resulting in decreased sales of $5.3 million.
For the six months ended June 30, 2026, sales, including sales to our BMD segment, decreased $5.3 million, or 1%, to $857.8 million from $863.1 million for the same period in the prior year. The decrease in sales was driven by lower sales prices for LVL and I-joists of 6% and 7%, respectively, resulting in decreased sales of $14.5 million and $14.4 million, respectively. Additionally, sales volumes for I-joists and LVL decreased by 3% and 2%, respectively, resulting in decreased sales of $6.9 million and $4.9 million, respectively. These decreases were offset partially by higher plywood sales prices and sales volumes of 8% and 3%, respectively, resulting in increased sales of $19.7 million and $7.7 million, respectively.
Costs and Expenses
Materials, labor, and other operating expenses (excluding depreciation) increased $62.0 million, or 4%, to $1,503.5 million for the three months ended June 30, 2026, compared with $1,441.5 million during the same period in the prior year. In BMD, the increase in materials, labor, and other operating expenses was driven by increased sales volumes compared with second quarter 2025. Materials, labor, and other operating expenses as a percentage of sales (MLO rate) in our BMD segment increased 20 basis points, driven by lower margin percentages on general line products and EWP, offset partially by higher margin percentages on commodity products. In our Wood Products segment, materials, labor, and other operating expenses decreased primarily due to lower per-unit costs of OSB (used in the manufacture of I-joists) and decreased EWP sales volumes. These decreases were offset partially by higher labor costs compared with second quarter 2025. The MLO rate in our Wood Products segment decreased by 410 basis points, primarily as the result of higher plywood sales prices and sales volumes.
For the six months ended June 30, 2026, materials, labor, and other operating expenses (excluding depreciation) increased $40.9 million, or 2%, to $2,758.5 million, compared with $2,717.6 million in the same period in the prior year. In BMD, the increase in materials, labor, and other operating expenses was driven by increased sales volumes, compared with the first six months of 2025. The BMD segment MLO rate increased 30 basis points, driven by lower margin percentages on general line products and EWP, offset partially by higher margin percentages on commodity products. In our Wood Products segment, materials, labor, and other operating expenses decreased primarily due to lower per-unit costs of OSB and decreased EWP sales volumes. Additionally, reduced purchases of external veneer for our Alexandria EWP mill contributed to the decrease in MLO, as operations resumed at our Oakdale veneer and plywood mill following planned downtime to complete significant mill modernization projects in 2025. These decreases were offset partially by higher labor costs compared with the
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first six months of 2025. The MLO rate in our Wood Products segment decreased by 140 basis points, primarily as the result of higher plywood sales prices and sales volumes.
Depreciation and amortization expense increased $5.3 million, or 14%, to $42.7 million for the three months ended June 30, 2026, compared with $37.4 million during the same period in the prior year. For the six months ended June 30, 2026, these expenses increased $7.2 million, or 10%, to $81.8 million, compared with $74.5 million in the same period in the prior year. The increase in both periods was primarily due to recent investments in support of our EWP capabilities in our Wood Products segment, as well as organic growth and a fourth quarter 2025 acquisition in our BMD segment.
Selling and distribution expenses increased $12.0 million, or 7%, to $173.8 million for the three months ended June 30, 2026, compared with $161.8 million during the same period in the prior year. The increase was due primarily to higher shipping and handling costs of $6.2 million, as well as higher employee-related expenses of $5.6 million. For the six months ended June 30, 2026, selling and distribution expenses increased $18.8 million, or 6%, to $324.2 million, compared with $305.5 million during the same period in 2025. The increase was primarily a result of higher employee-related expenses of $10.5 million, as well as higher shipping and handling costs of $8.5 million.
General and administrative expenses increased $0.8 million, or 3%, to $27.3 million for the three months ended June 30, 2026, compared with $26.5 million for the same period in the prior year. For the six months ended June 30, 2026, general and administrative expenses increased $2.1 million, or 4%, to $53.6 million, compared with $51.5 million during the same period in 2025. The increase in both periods was due primarily to higher employee-related expenses and incentive compensation expense.
For the three and six months ended June 30, 2025, other (income) expense, net was $7.6 million and $7.5 million of income, respectively. For both periods, the income primarily relates to gains on the sale of non-operating properties in our Wood Products and BMD segments.
Income From Operations
Income from operations increased $3.4 million to $84.0 million for the three months ended June 30, 2026, compared with $80.5 million for the three months ended June 30, 2025. Income from operations decreased $23.3 million to $111.8 million for the six months ended June 30, 2026, compared with $135.0 million for the six months ended June 30, 2025.
Building Materials Distribution. Segment income decreased $7.9 million to $70.1 million for the three months ended June 30, 2026, from $78.0 million for the three months ended June 30, 2025. The decrease in segment income was driven by increased selling and distribution expenses and depreciation and amortization expense of $10.8 million and $1.7 million, respectively. Additionally, segment income in second quarter 2025 benefited from a $3.8 million gain on the sale of a non-operating property. These decreases in segment income were offset partially by a gross margin increase of $9.2 million, resulting from higher gross margins on commodity and general line products, which were offset partially by lower gross margins on EWP.
For the six months ended June 30, 2026, segment income decreased $23.4 million to $103.1 million from $126.5 million for the six months ended June 30, 2025. The decrease in segment income was driven by increased selling and distribution expenses and depreciation and amortization expense of $19.0 million and $2.6 million, respectively. Additionally, segment income in the six months ended June 30, 2025 benefited from a $3.8 million gain on the sale of a non-operating property. These decreases in segment income were offset partially by a gross margin increase of $2.8 million, resulting from higher gross margins on commodity and general line products, which were offset partially by lower gross margins on EWP.
Wood Products. Segment income increased $11.7 million to $25.7 million for the three months ended June 30, 2026, from $14.0 million for the three months ended June 30, 2025. The increase in segment income was primarily due to higher plywood sales prices and sales volumes, as well as lower per-unit OSB costs. These increases in segment income were offset partially by lower EWP sales prices and higher per-unit conversion costs. Additionally, segment income in second quarter 2025 benefited from a $3.9 million gain on the sale of a non-operating property.
For the six months ended June 30, 2026, segment income increased $2.5 million to $34.1 million from $31.7 million for the six months ended June 30, 2025. The increase in segment income was primarily due to higher plywood sales prices and sales volumes, as well as lower per-unit OSB costs. These increases in segment income were offset partially by lower EWP sales prices and higher per-unit conversion costs. Additionally, segment income in the six months ended June 30, 2025 benefited from a $3.9 million gain on the sale of a non-operating property.
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Corporate. Unallocated corporate expenses increased $0.3 million to $11.8 million for the three months ended June 30, 2026, from $11.5 million for the same period in the prior year. The increase was primarily due to higher incentive compensation expense and other employee-related expenses. For the six months ended June 30, 2026, unallocated corporate expenses increased $2.4 million to $25.4 million from $23.1 million for the six months ended June 30, 2025. The increase was primarily due to the absorption of approximately $1.8 million of estimated insurance losses related to a fire at our Florien veneer and plywood facility in first quarter 2026, in accordance with our self-insured risk retention program.
Other
Interest Income. Interest income decreased $2.5 million to $2.2 million for the three months ended June 30, 2026, from $4.6 million for the same period in the prior year. For the six months ended June 30, 2026, interest income decreased $5.0 million to $5.1 million from $10.1 million for the six months ended June 30, 2025. The decrease in both periods was due primarily to lower average balances of cash equivalents, as well as lower interest rates.
Income Tax Provision
For the three and six months ended June 30, 2026, we recorded $21.2 million and $27.8 million, respectively, of income tax expense and had an effective tax rate of 27.0% in both periods. For the three and six months ended June 30, 2025, we recorded $18.6 million and $32.5 million, respectively, of income tax expense and had an effective tax rate of 23.1% and 24.1%, respectively. For all periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes.
Liquidity and Capital Resources
We ended second quarter 2026 with $304.8 million of cash and cash equivalents and $452.5 million of debt. At June 30, 2026, we had $699.9 million of available liquidity (cash and cash equivalents and undrawn committed bank line availability). Our cash and cash equivalents decreased by $172.4 million during the six months ended June 30, 2026, as we used cash to fund seasonal working capital increases, capital spending, share repurchases, and dividends paid on our common stock. Further descriptions of our cash sources and uses for the six-month comparative periods are noted below.
We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations, working capital, income tax payments, and to pay cash dividends to holders of our common stock over the next 12 months. We expect to fund our seasonal and intra-month working capital requirements in the remainder of 2026 from cash on hand and, if necessary, borrowings under our revolving credit facility.
Sources and Uses of Cash
We generate cash primarily from sales of our products, as well as short-term and long-term borrowings. Our primary uses of cash are for expenses related to the distribution and manufacture of building products, including inventory purchased for resale, wood fiber, labor, energy, and glues and resins. In addition to paying for ongoing operating costs, we use cash to invest in our business, service our debt and lease obligations, and return cash to our stockholders through dividends or common stock repurchases. Below is a discussion of our sources and uses of cash for operating activities, investing activities, and financing activities.

| Six Months Ended June 30
| 2026 |  | 2025
| (thousands)
Net cash provided by operations | $ | 26,341 |  |  | $ | 4,694 |
Net cash used for investment | (62,996) |  |  | (122,105) |
Net cash used for financing | (135,742) |  |  | (114,830) |

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Operating Activities
For the six months ended June 30, 2026, our operating activities generated $26.3 million of cash, compared with $4.7 million of cash generated in the same period in 2025. The $21.6 million increase in cash provided by operations was due primarily to a lesser year-over-year increase in working capital and a $13.6 million decrease in cash paid for taxes, net of refunds, offset partially by a decrease in income from operations, compared to the same period in 2025. Working capital increased $142.4 million during the six months ended June 30, 2026, compared with a $170.3 million increase for the same period in the prior year. See "Our Operating Results" in this Management's Discussion and Analysis of Financial Condition and Results of Operations for more information related to factors affecting our operating results.
The increase in working capital during both periods was primarily attributable to higher receivables and inventories, offset by an increase in accounts payable and accrued liabilities. The increase in receivables in both periods primarily reflect increased sales of approximately 44% and 22%, comparing sales for the months of June 2026 and 2025 with sales for the months of December 2025 and 2024, respectively. Inventories increased during both periods due to seasonally higher inventory purchases in our BMD segment for the summer building season, as well as participation in certain BMD vendors' early-buy programs. During the six months ended June 30, 2026, the increase in accounts payable and accrued liabilities was related to the increase in inventories and extended terms offered by certain BMD vendors. During the six months ended June 30, 2025, the increase in accounts payable and accrued liabilities was related to the increase in inventories and extended terms offered by certain BMD vendors, offset partially by employee compensation payouts made during the period.
Investment Activities
During the six months ended June 30, 2026 and 2025, we used $63.3 million and $132.3 million, respectively, of cash for purchases of property and equipment, including business improvement and quality/efficiency projects, replacement and expansion projects, and ongoing environmental compliance. During the six months ended June 30, 2025, we received proceeds of $10.2 million from the sale of assets.
Excluding potential acquisitions, we expect capital expenditures in 2026 to total approximately $150 million to $170 million. We expect our capital spending in 2026 will be for BMD growth projects, business improvement and efficiency projects, replacement projects, and ongoing environmental compliance. This level of capital expenditures could increase or decrease as a result of several factors, including efforts to further accelerate organic growth, exercise of lease purchase options, our financial results, future economic conditions, availability of engineering and construction resources, and timing and availability of equipment purchases.
Financing Activities
During the six months ended June 30, 2026, our financing activities used $135.7 million of cash, including $108.3 million for the repurchase of 1,404,815 shares of our common stock, $18.1 million in common stock dividend payments, and $6.2 million of tax withholding payments on stock-based awards. During the six months ended June 30, 2026, non-cash investing and financing activities included the issuance of a $2.5 million promissory note to partially finance a property purchase. During the six months ended June 30, 2026, we did not borrow under our revolving credit facility. At June 30, 2026, we had $50.0 million of borrowings outstanding under the revolving credit facility.
During the six months ended June 30, 2025, our financing activities used $114.8 million of cash, including $86.0 million for the repurchase of 837,352 shares of our common stock, $18.4 million in common stock dividend payments, and $5.9 million of tax withholding payments on stock-based awards. On April 14, 2025, we entered into a credit agreement for a $450.0 million revolving credit facility which matures on April 12, 2030. At closing, $50.0 million under the facility was borrowed. Proceeds from the facility were used to repay the $50.0 million term loan under the asset-based revolving credit facility.
For more information related to our debt transactions and structure, our dividend policy, and our stock repurchase program, see the discussion in Note 6, Debt, and Note 9, Stockholders' Equity, respectively, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.
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Other Material Cash Requirements
For information about other material cash requirements, see Liquidity and Capital Resources in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K. As of June 30, 2026, there have been no material changes in other material cash requirements outside the ordinary course of business since December 31, 2025.
Guarantees
Note 8, Debt, and Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K describe the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of June 30, 2026, there have been no material changes to the guarantees disclosed in our 2025 Form 10-K.
Seasonal Influences
We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors impacting the level of construction activity. These seasonal factors are common in the building products industry. Seasonal changes in levels of building activity affect our building products businesses, which are dependent on housing starts, repair-and-remodeling activities, and light commercial construction activities. Demand typically rises in the spring and summer months as favorable weather and increased building and remodeling projects boost sales volumes. In contrast, the winter months during the first and fourth quarters generally bring lower sales due to reduced construction activity and higher operating costs, particularly for energy. We also adjust our working capital ahead of the peak building season to ensure product availability. These seasonal trends impact our sales, expenses and operational planning throughout the year.
Employees
As of July 19, 2026, we had approximately 7,740 employees. Approximately 17% of these employees work pursuant to collective bargaining agreements. As of July 19, 2026, we had nine collective bargaining agreements. One agreement covering approximately 80 employees at our Canadian EWP facility is set to expire on December 31, 2026. The terms and conditions of this agreement will remain in effect after expiration, pending negotiation of a new agreement.
We may not be able to renew this agreement or may renew it on terms that are less favorable to us than the current agreement. If any of these agreements are not renewed or extended upon their termination, or additional collective bargaining agreements are formed, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise. Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability.
Disclosures of Financial Market Risks
In the normal course of business, we are exposed to financial risks such as changes in commodity prices, interest rates, and foreign currency exchange rates. As of June 30, 2026, there have been no material changes to financial market risks disclosed in our 2025 Form 10-K.
Environmental
As of June 30, 2026, there have been no material changes to environmental issues disclosed in our 2025 Form 10-K. For additional information, see Environmental in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K.
Critical Accounting Estimates
Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical
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Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K. At June 30, 2026, there have been no material changes to our critical accounting estimates from those disclosed in our 2025 Form 10-K.
New and Recently Adopted Accounting Standards
For information related to new and recently adopted accounting standards, see New and Recently Adopted Accounting Standards in Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" in this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and under the headings Disclosures of Financial Market Risks and Financial Instruments in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K. As of June 30, 2026, there have been no material changes in our exposure to market risk from those disclosed in our 2025 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Exchange Act. We have designed these controls and procedures to reasonably assure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. We have also designed our disclosure controls to provide reasonable assurance that such information is accumulated and communicated to our senior management, including our chief executive officer (CEO) and our chief financial officer (CFO), as appropriate, to allow them to make timely decisions regarding our required disclosures. Based on their evaluation, our CEO and CFO have concluded that as of June 30, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, employment-related claims, and governmental investigations and audits, among others. As of the date of this filing, we do not believe that we are party to any legal action that could reasonably be expected to have, individually or in the aggregate, a material adverse effect on our financial position, results of operations, or cash flows. See Note 12, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q for a discussion of material legal proceedings in which we are involved.
SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, we use a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required.
ITEM 1A. RISK FACTORS
This report on Form 10-Q contains forward-looking statements. Statements that are not historical or current facts, including statements about our expectations, anticipated financial results, projected capital expenditures, and future business prospects, are forward-looking statements. You can identify these statements by our use of words such as "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. You can find examples of these statements throughout this report, including "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot guarantee that our actual results will be consistent with the forward-looking statements we make in this report. You should review carefully the risk factors listed in "Item 1A. Risk Factors" in our 2025 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission and the risk factor below. We do not assume an obligation to update any forward-looking statement.
Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers could affect our financial health.
Our ability to offer a wide variety of products to our BMD customers is dependent upon our ability to obtain adequate product supply from manufacturers and other suppliers. In the case of the general line products that we distribute, brand preference and product performance characteristics can have a high degree of influence on our customers' purchasing decisions. In addition, although we have agreements with many of our suppliers, such agreements are generally terminable by either party on relatively short notice. On July 13, 2026, the Company received a notice of termination of the commercial distribution relationship with our primary composite decking supplier. Effective July 31, 2026, the Company entered into an agreement with another supplier of composite decking products that is intended to serve as our sole composite decking offering to our customers. Such a transition can be complex and may not be executed successfully or on our expected timeline. During the transition, we may experience a disruption in product availability, longer lead times, and reduced ability to fulfill customer orders. In addition, we anticipate some customers will shift purchases to competitors to retain access to our former composite decking offering which may result in the loss of certain customer relationships that may be difficult to recover. As a result, our sales and profitability could be impacted during the transition. The supplier transition may also require us to offer discounts to liquidate inventory or record inventory write-offs or reserves if we are unable to sell such products at expected prices or within anticipated timeframes. Further, differences in product specifications, performance characteristics, or product quality may increase the risk of customer dissatisfaction, customer loss, higher return rates, and reputational harm. As such, the supplier transition could adversely impact our financial condition, operating results, and cash flows.
For additional information on the subsequent events related to our distribution agreements, see the discussion in Note 13, Subsequent Events, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On October 30, 2025, our board of directors approved a share repurchase authorization of $300.0 million of our outstanding common stock, excluding applicable fees and taxes. Share repurchases may be made on an opportunistic basis, through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws. We are not obligated to purchase any shares and there is no set date that the share repurchase program will expire. Our board of directors, at its discretion, may increase or decrease the amount authorized or terminate the share repurchase program at any time.
Set forth below is information with respect to the purchases of our common stock during the second quarter ended June 30, 2026:

| Total Number of Shares Purchased |  | Average Price Paid per Share (exclusive of applicable fees and taxes) |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
April 1, 2026 - April 30, 2026 | 312,894 |  |  | $ | 79.89 |  |  | 312,894 |  |  | $ | 148,150,453 |
May 1, 2026 - May 31, 2026 | 146,170 |  |  | 67.35 |  |  | 146,170 |  |  | 138,305,825
June 1, 2026 - June 30, 2026 | 115,000 |  | 68.84 |  |  | 115,000 |  | 130,389,756
Total | 574,064 |  | $ | 74.48 |  |  | 574,064 |  | $ | 130,389,756 |

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2026, none of Boise Cascade's directors or officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
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ITEM 6. EXHIBITS

Number |  | Description
31.1 |  | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 |  | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 |  | CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 |  | CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS |  | Inline XBRL Instance Document
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 |  |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|  | BOISE CASCADE COMPANY
|  | /s/ Kelly E. Hibbs
|  | Kelly E. Hibbs Senior Vice President, Chief Financial Officer and Treasurer

Date: August 3, 2026
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