BOISE CASCADE Co - Quarter Report: 2025 June (Form 10-Q)

Payments of deferred financing costs() Other()()Net cash used for financing()()Net decrease in cash and cash equivalents()()Balance at beginning of the period Balance at end of the period$ $

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

Treasury Stock

Additional Paid-In Capital

Accumulated Other Comprehensive Loss

Retained Earnings

Total

Amount

(thousands)

Balance at December 31, 2024

()

Net income

Other comprehensive income

Common stock issued

Treasury stock purchased

()

Stock-based compensation

Common stock dividends ($ per share)

()

Tax withholding payments on stock-based awards

()

Other

()

Balance at March 31, 2025

()

Net income

Other comprehensive income

Treasury stock purchased

()

Stock-based compensation

Common stock dividends ($ per share)

()

Tax withholding payments on stock-based awards

()

Other

()

Balance at June 30, 2025

()

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

Amount

(thousands)

Balance at December 31, 2023

()

Net income

Other comprehensive income

Common stock issued

Treasury stock purchased

()

Stock-based compensation

Common stock dividends ($ per share)

()

Tax withholding payments on stock-based awards

()

Other

()

Balance at March 31, 2024

()

Net income

Other comprehensive income

Common stock issued

—

Treasury stock purchased

()

Stock-based compensation

Common stock dividends ($ per share)

()

Tax withholding payments on stock-based awards

()

Other

()

Balance at June 30, 2024

()

See accompanying condensed notes to unaudited quarterly consolidated financial statements.

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Condensed Notes to Unaudited Quarterly Consolidated Financial Statements

reportable segments: (1) Wood Products, which primarily manufactures EWP and plywood, and (2) Building Materials Distribution (BMD), which is a wholesale distributor of building materials. 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 2024 Form 10-K and the other reports we file with the Securities and Exchange Commission.

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million and $ million for the three months ended June 30, 2025 and 2024, respectively, and $ million and $ million for the six months ended June 30, 2025 and 2024, 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.

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 expected amount to be paid and recorded as a decrease in "Sales." At June 30, 2025 and December 31, 2024, we had $ million and $ 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, 2025 and December 31, 2024, we had $ million and $ million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets.

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 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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to days. We do not recognize ROU assets or lease liabilities for short-term leases.

Inventories

$ Logs Other raw materials and supplies $ $

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$ Buildings Improvements Mobile equipment, information technology, and office furniture Machinery and equipment Construction in progress Less: accumulated depreciation()() $ $

At June 30, 2025 and December 31, 2024, we had $ million and $ million, respectively, of accrued purchases of property and equipment.

million and $ 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, 2025 and December 31, 2024, the book value of our fixed-rate debt for each period was $ million, and the fair value was estimated to be $ million and $ 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, long-term debt. We estimated the fair value of our fixed-rate debt 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. As discussed below, prior to its expiration in June 2025, we also had an interest rate swap to mitigate our variable interest rate exposure, the fair value of which was measured based on Level 2 inputs.

Interest Rate Risk and Interest Rate Swap

We are exposed to interest rate risk arising from fluctuations in variable-rate SOFR when we have loan amounts outstanding on our revolving credit facility.

In addition, we were exposed to interest rate risk arising from fluctuations in variable-rate SOFR on our term loan prior to its repayment in April 2025. To limit the variability of interest payments on our debt, we entered into receive-variable, pay-fixed interest rate swaps to mitigate the variable-rate cash flow exposure with fixed-rate cash flows.

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% variable interest rate payments and made fixed interest rate payments, thereby fixing the interest rate on $ million of variable rate debt exposure from our term loan. Payments on this interest rate swap, with a notional principal amount of $ million, were due on a monthly basis at an annual fixed rate of %. The interest rate swap agreement was not designated as a cash flow hedge, and as a result, all changes in the fair value were recognized in "Change in fair value of interest rate swaps" in our Consolidated Statements of Operations rather than through other comprehensive income. At December 31, 2024, the fair value of the interest rate swap agreement was immaterial. The swap was valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves (Level 2 inputs).

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 June 30, 2025, receivables from two customers accounted for approximately % and % of total receivables. At December 31, 2024, receivables from these two customers accounted for approximately % and % of total receivables. No other customer accounted for 10% or more of total receivables.

million and $ million, respectively, of income tax expense and had an effective rate of % and %, respectively. For the three and six months ended June 30, 2024, we recorded $ million and $ million, respectively, of income tax expense and had an effective rate of % and %, 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, 2025 and 2024, cash paid for taxes, net of refunds received, were $ million and $ million, respectively.

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$ $ $ Weighted average common shares outstanding during the period (for basic calculation) Dilutive effect of other potential common shares Weighted average common shares and potential common shares (for diluted calculation) Net income per common share - Basic$ $ $ $ Net income per common share - Diluted$ $ $ $

million shares of common stock and an insignificant number of shares of common stock, respectively, in the three months ended June 30, 2025 and 2024, and million shares of common stock and an insignificant number of shares of common stock, respectively, in the six months ended June 30, 2025 and 2024. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.

$ $

At June 30, 2025 and December 31, 2024, 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 trade names and trademarks have indefinite lives, are not amortized, and have a carrying amount of $ million. In addition, we have acquired trade names and customer relationships through acquisitions, which are amortized over their useful life. For the three months ended June 30, 2025 and 2024 we recognized $ million and $ million, respectively, of amortization expense for intangible assets. For the six months ended June 30, 2025 and 2024 we recognized $ million and $ million, respectively, of amortization expense for intangible assets.

$()$ Customer relationships () $ $()$

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$()$ Customer relationships () $ $()$

% senior notes due 2030

Asset-based revolving credit facility due 2027 Asset-based credit facility term loan due 2027 Deferred financing costs()()Long-term debt$ $

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Finance leasesWeighted-average discount rateOperating leases % %Finance leases % %

$ 2026 2027 2028 2029 Thereafter Total future minimum lease payments Less: interest()()Total lease obligations Less: current obligations()()Long-term lease obligations$ $

As of June 30, 2025, the undiscounted future lease payments for additional leases that have not yet commenced was approximately $ million. This lease is expected to commence in 2025 with a lease term of approximately years.

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million shares.

During the six months ended June 30, 2025 and 2024, we granted types of stock-based awards: performance stock units (PSUs) and restricted stock units (RSUs). Pursuant to the terms of the 2025 Incentive Plan, all stock-based awards granted after December 31, 2024 reduce the amount of shares available for issuance. Therefore, as of June 30, 2025, million shares remained available for future issuance under the 2025 Incentive Plan.

PSU and RSU Awards

During the six months ended June 30, 2025, we granted PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the PSUs granted are subject to a performance period. The number of shares actually awarded will range from % to % of the target amount. Achievement is measured in annual sub-periods, based on Boise Cascade's return on invested capital (ROIC) for 2025, 2026, and 2027. The average achievement for the 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 performance period. The number of shares actually awarded will range from % to % of the target amount, depending upon Boise Cascade’s 2025 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, as approved by executive management, determined in accordance with the related grant agreement. Because the PSUs contain a performance condition, we record compensation expense over the requisite service period based on the most probable number of shares expected to vest.

During the six months ended June 30, 2024, we granted 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 from the date of grant, while the PSUs granted to other employees vest in equal tranches each year after the grant date.

During the six months ended June 30, 2025 and 2024, we granted an aggregate of and RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions. The RSUs granted to officers and other employees vest in equal tranches each year after the grant date. The RSUs granted to nonemployee directors vest in a single installment after a 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, 2025 and 2024, the total fair value of PSUs and RSUs vested was $ million and $ million, respectively.

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$ $ Granted Performance condition adjustment (a)() Vested() () Forfeited() () Outstanding, June 30, 2025 $ $

_______________________________

(a) Represents total PSUs forfeited during the six months ended June 30, 2025, related to below-target achievement of the 2024 performance condition on awards granted to other employees in 2024. During the 2024 performance period, other employees earned % of the target based on Boise Cascade's 2024 EBITDA, determined by executive management, in accordance with the related grant agreement.

Most of our stock-based compensation expense was recorded in "General and administrative expenses" in our Consolidated Statements of Operations.

$ $ $ RSUs Total$ $ $ $

The related tax benefit for the six months ended June 30, 2025 and 2024, was $ million and $ million, respectively. As of June 30, 2025, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $ million. This expense is expected to be recognized over a weighted-average period of years.

per share on our common stock, payable on September 17, 2025, to stockholders of record on September 2, 2025. 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.

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million shares of our common stock. This is the most recent authorization under our common stock repurchase program that was authorized on February 25, 2015 (the Program). 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 Program will expire. Our board of directors may increase or decrease the number of shares under the Program or terminate the Program in its discretion at any time.

During the six months ended June 30, 2025, we repurchased shares under the Program at a cost of $ million, or an average of $ per share. During the six months ended June 30, 2024, we repurchased shares under the Program at a cost of $ million, or an average of $ per share. The shares were purchased with cash on hand and are recorded as "Treasury stock" on our Consolidated Balance Sheets. As of June 30, 2025, there were shares of common stock that may yet be purchased under the Program.

In July 2025, we repurchased shares under the Program at a cost of approximately $ million, or an average of $ per share. Subsequent to these share repurchases, there were approximately shares of common stock that may yet be purchased under the Program.

10.

% owned by us and % 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 $ million and $ million, respectively, during the three months ended June 30, 2025 and 2024, and $ million and $ million, respectively, during the six months ended June 30, 2025 and 2024. These sales are recorded in "Sales" in our Consolidated Statements of Operations.

Costs and Expenses

Related-party wood fiber purchases from LTP were $ million and $ million, respectively, during the three months ended June 30, 2025 and 2024, and $ million and $ million, respectively, during the six months ended June 30, 2025 and 2024. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.

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11.

reportable segments: Wood Products and BMD. 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 2024 Form 10-K.

$ $ $ I-joists (b) Other engineered wood products (b) Plywood and veneer Lumber Byproducts Other Building Materials Distribution Commodity General line Engineered wood products $ $ $ $

___________________________________

(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, 2025 and 2024, approximately % and %, respectively, of Wood Products' EWP sales volumes were to our BMD segment.

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$ $ $ Less:Materials, labor, and other operating expenses (excluding depreciation) (a) Other segment items (b) Depreciation and amortization Segment income from operations$ $ $ $ Building Materials DistributionSales$ $ $ $ Less:Materials, labor, and other operating expenses (excluding depreciation) (a) Selling and distribution expenses Other segment items (b) Depreciation and amortization Segment income from operations$ $ $ $ Reconciliation of salesWood Products$ $ $ $ Building Materials Distribution Intersegment eliminations (c)()()()()Total net sales$ $ $ $ Reconciliation of incomeWood Products $ $ $ $ Building Materials Distribution Unallocated corporate costs (d)()()()()Income from operations$ $ $ $ Interest expense()()()()Interest income Other unallocated items (e) () ()Income before income taxes$ $ $ $

___________________________________

(a) "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,

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$ Building Materials Distribution Corporate Total assets$ $


	Three Months Ended June 30		Six Months Ended June 30
	2025	2024	2025	2024
	(thousands)
Capital expenditures
Wood Products	$	$	$	$
Building Materials Distribution
Corporate
Total capital expenditures	$	$	$	$

12.

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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 2024 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 2024 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 wood products manufacturer and building materials distributor. We have two reportable segments: (i) Wood Products, which primarily manufactures engineered wood products (EWP) and plywood; and (ii) Building Materials Distribution (BMD), which is a wholesale distributor of building materials. 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 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 $80.5 million during the three months ended June 30, 2025, compared with income from operations of $147.0 million during the three months ended June 30, 2024. In our Wood Products segment, income decreased $58.8 million to $14.0 million for the three months ended June 30, 2025, from $72.8 million for the three months ended June 30, 2024, due to lower EWP and plywood sales prices, as well as higher per-unit conversion costs primarily as a result of downtime to complete the modernization projects at our Oakdale, Louisiana veneer and plywood mill. In addition, lower plywood sales volumes and an unfavorable profit in inventory adjustment contributed to the decrease in segment income. These decreases in segment income were offset partially by a $3.9 million gain on the sale of a non-operating property. In our BMD segment, income decreased $7.4 million to $78.0 million for the three months ended June 30, 2025, from $85.4 million for the three months ended June 30, 2024, driven by increased selling and distribution expenses and depreciation and amortization expense of $12.1 million and $2.1 million, respectively. These decreases to segment income were offset partially by a gross margin increase of $3.4 million, resulting primarily from increased margins on general line products, which were offset partially by decreased margins on commodity and EWP products. Segment income also benefited from a $3.8 million gain on the sale of a non-operating property. These changes are discussed further in "Our Operating Results" below.

We ended second quarter 2025 with $481.0 million of cash and cash equivalents and $395.2 million of undrawn committed bank line availability, for total available liquidity of $876.2 million. We had $450.0 million of outstanding debt at June 30, 2025. We used $232.2 million of cash during the six months ended June 30, 2025, to fund seasonal working capital increases, capital spending, treasury stock purchases, 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 manufacture, as well as the products we purchase and distribute, is closely tied to new residential construction, residential repair-and-remodeling activity, and light commercial construction. Residential construction, particularly new single-family construction, remains a key driver of demand for the products we manufacture and distribute. During the past quarter, the operating environment reflected adjustments by large public homebuilders, who moderated their building pace to align with a demand environment shaped by affordability considerations, cautious consumer sentiment, and broader economic conditions. Evolving market conditions have led to reduced home turnover and households delaying big projects impacting repair-and-remodeling spending. Near-term end market demand has eased and will continue to be influenced by factors such as mortgage rates, home affordability, home equity levels, home sizes, new and existing home inventory levels, unemployment rates, and consumer confidence. However, long-term demand drivers for residential construction, including an undersupply of housing units, aging U.S. housing stock, and elevated levels of homeowner equity, remain strong and continue to support the industry’s fundamentals.

As a manufacturer of plywood, a commodity product, we remain subject to fluctuations in product pricing and input costs. Our distribution business, which purchases and resells a diverse range of products, experiences opportunities for increased sales and margins during periods of rising prices, while periods of declining prices may present challenges. Future product pricing, particularly for commodity products, is expected to remain dynamic, influenced by economic conditions, industry operating rates, supply disruptions, duties, tariffs, transportation constraints, inventory levels, and seasonal demand patterns. For the balance of 2025, our rates of production and inventory stocking positions, will be influenced by end market demand signals and channel inventory decisions of our customer base.

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;

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•material disruptions and/or major equipment failure at our manufacturing facilities;

•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;

•the need to successfully formulate and implement succession plans for key members of our management team;

•product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers;

•the cost and availability of third-party transportation services used to deliver the goods we manufacture and distribute, as well as our raw materials;

•cost and availability of raw materials, including wood fiber and glues and resins;

•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 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 2024 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, 2025 and 2024:


	Three Months Ended June 30						Six Months Ended June 30
	2025			2024			2025			2024
	(millions)
Sales	$	1,740.1		$	1,797.7		$	3,276.6		$	3,443.1

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	1,441.5			1,440.7			2,717.6			2,748.1
Depreciation and amortization	37.4			34.4			74.5			70.2
Selling and distribution expenses	161.8			149.8			305.5			293.9
General and administrative expenses	26.5			25.9			51.5			51.1

Other (income) expense, net	(7.6)			(0.1)			(7.5)			(0.2)
	1,659.6			1,650.7			3,141.6			3,163.1

Income from operations	$	80.5		$	147.0		$	135.0		$	280.0

	(percentage of sales)
Sales	100.0		%	100.0		%	100.0		%	100.0		%

Costs and expenses
Materials, labor, and other operating expenses (excluding depreciation)	82.8		%	80.1		%	82.9		%	79.8		%
Depreciation and amortization	2.1			1.9			2.3			2.0
Selling and distribution expenses	9.3			8.3			9.3			8.5
General and administrative expenses	1.5			1.4			1.6			1.5

Other (income) expense, net	(0.4)			—			(0.2)			—
	95.4		%	91.8		%	95.9		%	91.9		%

Income from operations	4.6		%	8.2		%	4.1		%	8.1		%

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Sales Volumes and Prices

Set forth below are historical U.S. housing starts data, segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment, and sales mix and gross margin information for our BMD segment for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30						Six Months Ended June 30
	2025			2024			2025			2024
	(thousands)
U.S. Housing Starts (a)
Single-family	257.4			281.0			486.3			522.2
Multi-family	109.3			89.3			198.3			169.4
	366.7			370.3			684.6			691.6

	(thousands)
Segment Sales
Wood Products	$	447,235		$	489,823		$	863,080		$	958,751
Building Materials Distribution	1,614,915			1,655,221			3,022,031			3,160,242

Intersegment eliminations	(322,036)			(347,374)			(608,503)			(675,903)
Total sales	$	1,740,114		$	1,797,670		$	3,276,608		$	3,443,090

Wood Products	(millions)
Sales Volumes
Laminated veneer lumber (LVL) (cubic feet)	5.5			5.1			10.1			9.9
I-joists (equivalent lineal feet)	62			66			117			122
Plywood (sq. ft.) (3/8" basis)	356			383			718			755



Wood Products	(dollars per unit)
Average Net Selling Prices
Laminated veneer lumber (LVL) (cubic foot)	$	25.22		$	28.12		$	25.62		$	28.42
I-joists (1,000 equivalent lineal feet)	1,801			1,961			1,816			1,987
Plywood (1,000 sq. ft.) (3/8" basis)	342			362			341			369



	(percentage of BMD sales)
Building Materials Distribution
Product Line Sales
Commodity	34.2		%	35.0		%	35.4		%	35.8		%
General line	45.4		%	42.4		%	44.1		%	41.8		%
Engineered wood products	20.4		%	22.6		%	20.5		%	22.4		%

Gross margin percentage (b)	15.4		%	14.8		%	15.1		%	14.9		%

_______________________________________

(a) Actual U.S. housing starts data 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, 2025, total sales decreased $57.6 million, or 3%, to $1,740.1 million from $1,797.7 million during the three months ended June 30, 2024. For the six months ended June 30, 2025, total sales decreased $166.5 million, or 5%, to $3,276.6 million from $3,443.1 million for the same period in the prior year. As described below, the decrease in sales in both periods was driven by the changes in sales prices and volumes for the products we manufacture and distribute, with single-family residential construction activity being the key demand driver of our sales. In second quarter 2025, total U.S. housing starts and single-family housing starts decreased 1% and 8%, respectively, compared with the same period in 2024. On a year-to-date basis through June 2025, total and single-family housing starts decreased 1% and 7%, respectively, compared with the same period in 2024. Average composite panel prices for the three and six months ended June 30, 2025 were 19% and 16% lower, respectively, than in the same periods in the prior year, as reflected by Random Lengths composite panel pricing. Average composite lumber prices for the three and six months ended June 30, 2025 were 18% and 15% higher, respectively, than in the same periods in the prior year, as reflected by Random Lengths composite lumber pricing.

Wood Products. Sales, including sales to our BMD segment, decreased $42.6 million, or 9%, to $447.2 million for the three months ended June 30, 2025, from $489.8 million for the three months ended June 30, 2024. The decrease in sales was driven by lower sales prices for LVL and I-joists (collectively referred to as EWP) of 10% and 8%, respectively, resulting in decreased sales of $15.8 million and $10.0 million, respectively. Plywood sales volumes and sales prices decreased 7% and 6%, respectively, resulting in decreased sales of $9.9 million and $7.1 million, respectively. In addition, sales volumes for I-joists decreased 5%, resulting in decreased sales of $6.5 million. These decreases were offset partially by increased sales volumes for LVL of 8%, resulting in increased sales of $10.8 million.

For the six months ended June 30, 2025, sales, including sales to our BMD segment, decreased $95.7 million, or 10%, to $863.1 million from $958.8 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 10% and 9%, respectively, resulting in decreased sales of $28.2 million and $20.1 million, respectively. Plywood sales prices and sales volumes decreased 8% and 5%, respectively, resulting in decreased sales of $20.3 million and $13.4 million, respectively. In addition, sales volumes for I-joists decreased 4%, resulting in decreased sales of $10.3 million. These decreases were offset partially by increased sales volumes for LVL of 2%, resulting in increased sales of $6.3 million.

For both periods described above, I-joist sales volumes were influenced by multiple factors, including the level of housing starts, competition from other wood-based products, and concrete floor applications that limit wood floor opportunity. LVL sales volumes expanded their presence in the marketplace through growth with dealers and homebuilders when compared to the same periods in 2024. In addition, plywood sales volumes in both periods were impacted by planned downtime to complete projects at our Oakdale and Kettle Falls plywood mills.

Building Materials Distribution. Sales decreased $40.3 million, or 2%, to $1,614.9 million for the three months ended June 30, 2025, from $1,655.2 million for the three months ended June 30, 2024. Compared with the same quarter in the prior year, the overall decrease in sales was driven by a sales price decrease of 2%, as sales volumes were flat. By product line, commodity sales decreased 5%, or $27.0 million; general line product sales increased 4%, or $31.2 million; and EWP sales (substantially all of which are sourced through our Wood Products segment) decreased 12%, or $44.5 million.

During the six months ended June 30, 2025, sales decreased $138.2 million, or 4%, to $3,022.0 million from $3,160.2 million for the same period in the prior year. The overall decrease in sales was driven by decreases of 2% for both sales prices and sales volumes. By product line, commodity sales decreased 6%, or $63.1 million; general line product sales increased 1%, or $14.0 million; and sales of EWP decreased 13%, or $89.1 million.

Costs and Expenses

Materials, labor, and other operating expenses (excluding depreciation) increased $0.8 million, or less than 1%, to $1,441.5 million for the three months ended June 30, 2025, compared with $1,440.7 million during the same period in the prior year. In our Wood Products segment, materials, labor, and other operating expenses increased due to purchases of externally produced veneer for our Alexandria EWP mill as a result of downtime to complete the modernization projects at our Oakdale veneer and plywood mill. In addition, labor and other manufacturing costs increased, offset partially by decreased sales volumes for plywood compared with second quarter 2024. Materials, labor, and other operating expenses as a percentage of sales (MLO rate) in our Wood Products segment increased by 1,170 basis points, primarily as the result of lower EWP and plywood sales prices, as well as lower sales volumes for I-joists and plywood which resulted in decreased leveraging of manufacturing costs. In BMD, the decrease in materials, labor, and other operating expenses was driven by lower purchased materials costs as a result of a decline in sales, as well as increased vendor rebates and allowances, compared with second

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quarter 2024. The BMD segment MLO rate decreased 60 basis points, driven by higher margin percentages on general line products, offset partially by lower margins on commodity products.

For the six months ended June 30, 2025, materials, labor, and other operating expenses (excluding depreciation) decreased $30.5 million, or 1%, to $2,717.6 million, compared with $2,748.1 million in the same period in the prior year. In our Wood Products segment, materials, labor, and other operating expenses increased due to purchases of externally produced veneer for our Alexandria EWP mill as a result of downtime to complete the modernization projects at our Oakdale veneer and plywood mill. Lumber input costs for solid-sawn I-joist and laminated beam production also increased. In addition, labor and other manufacturing costs increased, offset partially by decreased sales volumes for plywood and I-joists compared with the same period in the prior year. The MLO rate in our Wood Products segment increased by 1,130 basis points, due primarily to lower sales prices for EWP and plywood, as well as lower sales volumes for I-joists and plywood, which resulted in decreased leveraging of manufacturing costs. In BMD, the decrease in materials, labor, and other operating expenses was driven by lower purchased materials costs as a result of a decline in sales, as well as increased vendor rebates and allowances, compared with the first six months of 2024. The BMD segment MLO rate decreased 20 basis points, primarily due to higher margin percentages on our general line sales, offset partially by lower margins on our commodity sales compared with the first six months of 2024.

Depreciation and amortization expense increased $3.0 million, or 9%, to $37.4 million for the three months ended June 30, 2025, compared with $34.4 million during the same period in the prior year. For the six months ended June 30, 2025, these expenses increased $4.3 million, or 6%, to $74.5 million, compared with $70.2 million in the same period in the prior year. The increase in both periods was primarily due to purchases of property and equipment. For the six months ended June 30, 2025, the increase was offset partially by $2.2 million of accelerated depreciation recorded in first quarter 2024 for the indefinite curtailment of lumber production at our Chapman, Alabama facility.

Selling and distribution expenses increased $12.0 million, or 8%, to $161.8 million for the three months ended June 30, 2025, compared with $149.8 million during the same period in the prior year. The increase was due primarily to higher employee-related expenses of $6.9 million, offset partially by lower incentive compensation expense of $1.3 million. Additionally, costs related to shipping, handling, and professional fees increased by $2.5 million. For the six months ended June 30, 2025, selling and distribution expenses increased $11.6 million, or 4%, to $305.5 million, compared with $293.9 million during the same period in 2024. The increase was primarily a result of higher employee-related expenses of $10.0 million, offset partially by lower incentive compensation expense of $3.3 million. In addition, costs related to professional fees increased $1.9 million.

General and administrative expenses increased $0.5 million, or 2%, to $26.5 million for the three months ended June 30, 2025, compared with $25.9 million for the same period in the prior year. For the six months ended June 30, 2025, general and administrative expenses increased $0.4 million, or 1%, to $51.5 million, compared with $51.1 million during the same period in 2024. The increase in both periods was due primarily to higher other employee-related expenses and professional fees, offset partially by lower 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 decreased $66.5 million to $80.5 million for the three months ended June 30, 2025, compared with $147.0 million for the three months ended June 30, 2024. Income from operations decreased $144.9 million to $135.0 million for the six months ended June 30, 2025, compared with $280.0 million for the six months ended June 30, 2024.

Wood Products. Segment income decreased $58.8 million to $14.0 million for the three months ended June 30, 2025, compared with $72.8 million for the three months ended June 30, 2024. The decrease in segment income was due to lower EWP and plywood sales prices, as well as higher per-unit conversion costs primarily as a result of downtime to complete the modernization projects at our Oakdale, Louisiana veneer and plywood mill. In addition, lower plywood sales volumes and an unfavorable profit in inventory adjustment contributed to the decrease in segment income. These decreases in segment income were offset partially by a $3.9 million gain on the sale of a non-operating property.

For the six months ended June 30, 2025, segment income decreased $112.3 million to $31.7 million from $144.0 million for the six months ended June 30, 2024. The decrease in segment income was due to lower EWP and plywood sales prices, as well as higher per-unit conversion costs primarily as a result of downtime to complete the modernization projects at

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our Oakdale, Louisiana veneer and plywood mill. In addition, higher lumber input costs for solid-sawn I-joist and laminated beam production, as well as lower plywood and EWP sales volumes, contributed to the decrease in segment income. These decreases in segment income were offset partially by a $3.9 million gain on the sale of a non-operating property.

Building Materials Distribution. Segment income decreased $7.4 million to $78.0 million for the three months ended June 30, 2025, from $85.4 million for the three months ended June 30, 2024. The decrease in segment income was driven by increased selling and distribution expenses and depreciation and amortization expense of $12.1 million and $2.1 million, respectively. These decreases to segment income were offset partially by a gross margin increase of $3.4 million, resulting primarily from increased margins on general line products, which were offset partially by decreased margins on commodity and EWP products. Additionally, segment income benefited from a $3.8 million gain on the sale of a non-operating property.

For the six months ended June 30, 2025, segment income decreased $31.4 million to $126.5 million from $157.9 million for the six months ended June 30, 2024. The decrease in segment income was driven by a gross margin decrease of $17.0 million, resulting primarily from lower sales volumes and decreased margins on commodity and EWP products. In addition, selling and distribution expenses and depreciation and amortization expense increased $11.6 million and $5.3 million, respectively. These decreases to segment income were offset partially by increased margins on general line products. Segment income also benefited from a $3.8 million gain on the sale of a non-operating property.

Corporate. Unallocated corporate expenses increased $0.3 million to $11.5 million for the three months ended June 30, 2025, from $11.2 million for the same period in the prior year. For the six months ended June 30, 2025, unallocated corporate expenses increased $1.2 million to $23.1 million from $21.9 million for the six months ended June 30, 2024. The increase in both periods was due primarily to an increase in employee-related expenses and professional fees.

Other

Interest Income. Interest income decreased $5.9 million to $4.6 million for the three months ended June 30, 2025, from $10.5 million for the same period in the prior year. For the six months ended June 30, 2025, interest income decreased $11.0 million to $10.1 million from $21.1 million for the six months ended June 30, 2024. The decrease in both periods was due primarily to lower average balances of cash equivalents, as well as lower interest rates.

Change in fair value of interest rate swaps. For information related to our interest rate swap, which expired in June 2025, see the discussion under "Interest Rate Risk and Interest Rate Swap" of Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.

Income Tax Provision

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 rate of 23.1% and 24.1%, respectively. For the three and six months ended June 30, 2024, we recorded $38.5 million and $71.3 million, respectively, of income tax expense and had an effective rate of 25.5% and 24.8%, 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.

Industry Mergers and Acquisitions

On July 1, 2025, James Hardie Industries plc (James Hardie) completed the acquisition of The AZEK Company Inc. (AZEK). James Hardie is a significant supplier to our BMD segment. In addition, AZEK produces products that compete with another significant supplier to us, Trex. We have good relationships with both James Hardie and Trex, but it is uncertain what impact, if any, this transaction may have on distribution arrangements with both companies. As such, we cannot assess the potential impact of this transaction to our future results of operations.

Liquidity and Capital Resources

We ended second quarter 2025 with $481.0 million of cash and cash equivalents and $450.0 million of debt. At June 30, 2025, we had $876.2 million of available liquidity (cash and cash equivalents and undrawn committed bank line availability). Our cash and cash equivalents decreased by $232.2 million during the six months ended June 30, 2025, as we used cash to fund seasonal working capital increases, capital spending, treasury stock purchases, and dividends paid on our common stock. Further descriptions of our cash sources and uses for the six-month comparative periods are noted below.

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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 2025 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 manufacture and distribution 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 shareholders 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
	2025		2024
	(thousands)
Net cash provided by operations	$	4,694	$	169,165
Net cash used for investment	(122,105)		(76,667)
Net cash used for financing	(114,830)		(119,996)

Operating Activities

For the six months ended June 30, 2025, our operating activities generated $4.7 million of cash, compared with $169.2 million of cash generated in the same period in 2024. The $164.5 million decrease in cash provided by operations was due primarily to a decrease in income from operations, as well as a greater year-over-year increase in working capital, offset partially by a $34.4 million decrease in cash paid for taxes, net of refunds, compared to the same period in 2024. Working capital increased $170.3 million during the six months ended June 30, 2025, compared with a $131.6 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 22% and 16%, comparing sales for the months of June 2025 and 2024 with sales for the months of December 2024 and 2023, respectively. Inventories increased during the six months ended June 30, 2025 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. In addition, inventories for both segments were impacted by a weaker demand environment. Inventories increased during the six months ended June 30, 2024 due to seasonally higher inventory purchases in our BMD segment for the summer building season. The increase in accounts payable and accrued liabilities in both periods was related to the increase in inventories and extended terms offered by certain BMD vendors, offset partially by employee incentive compensation payouts made during the periods.

Investment Activities

During the six months ended June 30, 2025 and 2024, we used $132.3 million and $74.1 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. During the six months ended June 30, 2024, we also used $3.4 million of cash for post-transaction closing adjustments related to the BROSCO acquisition.

Excluding potential acquisitions, we expect capital expenditures in 2025 to total approximately $220 million to $240 million. We expect our capital spending in 2025 will be for business improvement and quality/efficiency projects, replacement and expansion projects, and ongoing environmental compliance. Our 2025 capital expenditures range includes additional spending on the multi-year investments at our Thorsby EWP mill and Oakdale veneer and plywood mill, as well as our greenfield distribution center in Texas. In addition, it includes the purchase of previously leased distribution centers in Chicago, Illinois and Minneapolis, Minnesota. This level of capital expenditures could increase or decrease as a result of several factors, including acquisitions, efforts to further accelerate organic growth, exercise of lease purchase options, our financial

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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, 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. At June 30, 2025, we had $50.0 million of borrowings outstanding under the revolving credit facility.

During the six months ended June 30, 2024, our financing activities used $120.0 million of cash, including $88.9 million for the repurchase of 677,845 shares of our common stock, $19.1 million in common stock dividend payments, and $11.1 million of tax withholding payments on stock-based awards. During the six months ended June 30, 2024, we did not borrow under our 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.

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 2024 Form 10-K. As of June 30, 2025, there have been no material changes in other material cash requirements outside the ordinary course of business since December 31, 2024.

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 2024 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, 2025, there have been no material changes to the guarantees disclosed in our 2024 Form 10-K.

Seasonal Influences

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. 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. We typically report lower sales volumes in the first and fourth quarters due to the impact of poor weather on the construction market, and we generally have higher sales volumes in the second and third quarters, reflecting an increase in construction due to more favorable weather conditions. We typically have higher working capital in the first and second quarters in preparation and response to the building season. Seasonally cold weather increases costs, especially energy consumption costs, at most of our manufacturing facilities.

Employees

As of July 20, 2025, we had approximately 7,710 employees. Approximately 17% of these employees work pursuant to collective bargaining agreements. As of July 20, 2025, we had ten collective bargaining agreements. One agreement covering approximately 20 employees at our Billings BMD facility expired on March 31, 2025. In late July, the union commenced a work stoppage; however, the terms and conditions of this agreement generally remain in effect pending negotiation of a new agreement. The company continues to engage in good faith efforts to reach an agreement on a new contract. Two agreements covering approximately 730 employees at our Oakdale and Florien plywood plants expired on July 15, 2025. The terms and conditions of these agreements remain in effect pending negotiation of new agreements.

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We may not be able to renew these agreements or may renew them on terms that are less favorable to us than the current agreements. If any of these agreements are not renewed or extended upon their termination, 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, 2025, there have been no material changes to financial market risks disclosed in our 2024 Form 10-K.

Environmental

As of June 30, 2025, there have been no material changes to environmental issues disclosed in our 2024 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 2024 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 Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Form 10-K. At June 30, 2025, there have been no material changes to our critical accounting estimates from those disclosed in our 2024 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 2024 Form 10-K. As of June 30, 2025, there have been no material changes in our exposure to market risk from those disclosed in our 2024 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, 2025, our disclosure controls and procedures were effective.

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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, 2025, 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, and employment-related claims, 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.

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 2024 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission. We do not assume an obligation to update any forward-looking statement.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

On October 30, 2024, our board of directors authorized the repurchase of an additional 1.4 million shares of our common stock. This is the most recent authorization under our common stock repurchase program that was authorized on February 25, 2015 (the Program). 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. During second quarter 2025, we repurchased 354,652 shares under the Program at a cost of $32.1 million, or an average of $90.59 per share. Set forth below is information regarding the Company's share repurchases under the Program during the second quarter ended June 30, 2025.


	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	The Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
April 1, 2025 - April 30, 2025	179,445	$	94.10	179,445	1,146,071
May 1, 2025 - May 31, 2025	63,756	88.22		63,756	1,082,315
June 1, 2025 - June 30, 2025	111,451	86.29		111,451	970,864
Total	354,652	$	90.59	354,652	970,864

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. OTHER INFORMATION

During the three months ended June 30, 2025, none of Boise Cascade's directors or officers , 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).

ITEM 6. EXHIBITS


Number						Description

10.1						Credit Agreement, dated as of April 14, 2025, among Boise Cascade Company, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on April 16, 2025)

10.2						2025 Boise Cascade Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 5, 2025)

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 4, 2025

BOISE CASCADE Co - Quarter Report: 2025 June (Form 10-Q)

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