Builders FirstSource, Inc. - Quarter Report: 2025 June (Form 10-Q)

Builders FirstSource, Inc. - Quarter Report: 2025 June (Form 10-Q)

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

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

(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

,
,
(Address of principal executive offices)		(Zip Code)

()

(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

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. ☒ No ☐

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). ☒ No ☐

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.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).Yes No ☒

The number of shares of the issuer’s common stock, par value $0.01, outstanding as of July 28, 2025, was .

BUILDERS FIRSTSOURCE, INC.

Index to Form 10-Q


		Page
	PART I — FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	3
	Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2025, and December 31, 2024	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months ended June 30, 2025 and 2024	5
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22
	PART II — OTHER INFORMATION	23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 5.	Other Information	24
Item 6.	Exhibits	25

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands, except per share amounts)	2025	2024	2025	2024
Net sales	$	$	$	$
Cost of sales
Gross margin
Selling, general and administrative expenses
Income from operations
Interest expense, net
Income before income taxes
Income tax expense
Net income	$	$	$	$

Net income per share:
Basic	$	$	$	$
Diluted	$	$	$	$
Weighted average common shares:
Basic
Diluted

The accompanying notes are an integral part of these condensed consolidated financial statements.

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(in thousands, except per share amounts)	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$		$
Accounts receivable, less allowances of $ and $, respectively
Other receivables
Inventories, net
Contract assets
Other current assets
Total current assets
Property, plant and equipment, net
Operating lease right-of-use assets, net
Goodwill
Intangible assets, net
Other assets, net
Total assets	$		$
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$		$
Accrued liabilities
Contract liabilities
Current portion of operating lease liabilities
Current maturities of long-term debt
Total current liabilities
Noncurrent portion of operating lease liabilities
Long-term debt, net of current maturities, discounts and issuance costs
Deferred income taxes
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 11)
Stockholders' equity:
Preferred stock, $ par value, shares authorized; shares issued and outstanding		—		—
Common stock, $ par value, shares authorized; and shares issued and outstanding at June 30, 2025, and December 31, 2024, respectively
Additional paid-in capital
Retained earnings		—
Total stockholders' equity
Total liabilities and stockholders' equity	$		$

The accompanying notes are an integral part of these condensed consolidated financial statements.

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
(in thousands)	2025			2024
Cash flows from operating activities:
Net income	$			$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Deferred income taxes		(	)		(	)
Stock-based compensation expense
Other non-cash adjustments		(	)
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Receivables		(	)		(	)
Inventories, net		(	)		(	)
Contract assets		(	)		(	)
Other current assets		(	)		(	)
Other assets and liabilities		(	)		(	)
Accounts payable
Accrued liabilities		(	)		(	)
Contract liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Cash used for acquisitions, net of cash acquired		(	)		(	)
Purchases of property, plant and equipment		(	)		(	)
Proceeds from sale of property, plant and equipment
Cash used for equity investments		(	)		(	)
Net cash used in investing activities		(	)		(	)
Cash flows from financing activities:
Borrowings under revolving credit facility
Repayments under revolving credit facility		(	)		(	)
Proceeds from long-term debt and other loans
Repayments of long-term debt and other loans		(	)		(	)
Payments of loan costs		(	)		(	)
Payments of acquisition-related deferred and contingent consideration		(	)		(	)
Tax withholdings on and exercises of equity awards		(	)		(	)
Repurchase of common stock		(	)		(	)
Net cash provided by (used in) financing activities					(	)
Net change in cash and cash equivalents		(	)
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period	$			$

Supplemental disclosures of cash flow information:
Cash paid for interest	$			$
Cash paid for income taxes
Supplemental disclosures of non-cash activities:
Accrued consideration for acquisitions	$			$	(	)
Accrued purchases of property, plant and equipment
Right-of-use assets obtained in exchange for operating lease obligations

The accompanying notes are an integral part of these condensed consolidated financial statements.

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

Additional

Common Stock

Paid-in

Retained

(in thousands)

Amount

Capital

Earnings

Total

Balance at December 31, 2023

Vesting of restricted stock units

(

)

—

Stock-based compensation expense

—

Repurchase of common stock (1)

(

)

(

)

—

(

)

(

)

Exercise of stock options

—

Shares withheld for restricted stock units vested

(

)

(

)

(

)

—

(

)

Net income

—

Balance at March 31, 2024

Vesting of restricted stock units

(

)

—

Stock-based compensation expense

—

Repurchase of common stock (1)

(

)

(

)

—

(

)

(

)

Exercise of stock options

—

Shares withheld for restricted stock units vested

(

)

(

)

(

)

—

(

)

Net income

—

Balance at June 30, 2024

Balance at December 31, 2024

Vesting of restricted stock units

(

)

—

Stock-based compensation expense

—

Repurchase of common stock (2)

(

)

(

)

—

(

)

(

)

Exercise of stock options

—

Shares withheld for restricted stock units vested

(

)

(

)

(

)

—

(

)

Net income

—

Balance at March 31, 2025

Vesting of restricted stock units

(

)

—

Stock-based compensation expense

—

Repurchase of common stock (2)(3)

(

)

(

)

(

)

(

)

(

)

Exercise of stock options

—

Shares withheld for restricted stock units vested

(

)

(

)

(

)

—

(

)

Net income

—

Balance at June 30, 2025

—

million shares and million shares of our common stock for $ million and $ million, inclusive of applicable fees and taxes, at an average price of $ and $ per share, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

, is a leading supplier of building materials, manufactured components and construction services to professional contractors, sub-contractors, and consumers. The Company operates approximately locations in states across the United States. In this quarterly report, references to the “Company,” “we,” “our,” “ours” or “us” refer to Builders FirstSource, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Intercompany transactions are eliminated in consolidation.

The Condensed Consolidated Balance Sheet as of December 31, 2024, is derived from the audited consolidated financial statements but does not include all disclosures required by Generally Accepted Accounting Principles in the United States of America (“GAAP”). The Condensed Consolidated Balance Sheet as of December 31, 2024, and the unaudited condensed consolidated financial statements included herein should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2024, included in our most recent annual report on Form 10-K for fiscal year 2024 (“2024 Form 10-K”). Accounting policies used in the preparation of these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our 2024 Form 10-K.

operating segments into reportable segment in accordance with GAAP. Centralized financial and operational oversight, including resource allocation and assessment of performance, is performed by our principal executive officer (“CEO”), whom we have determined to be our chief operating decision maker (“CODM”). Since the Company operates in reportable segment,

million and $ million, respectively, included in other current assets. As of June 30,

million and $ million, respectively, included in other assets, net. We did t have any amortization expense related to these costs in 2025. For the three and six months ended June 30, 2024, we amortized $ million and $ million for these costs, respectively. The amortized expenses are included in selling, general and administrative expenses within the Condensed Consolidated Statements of Operations.

million, net of cash acquired. Alpine Lumber was the largest independently operated supplier of building materials in Colorado and northern New Mexico. Alpine Lumber serves the Colorado Front Range, western Colorado and northern New Mexico, providing a broad product range which includes prefabricated trusses and wall panels, and millwork. Cluss Lumber is a supplier of lumber and building materials to southwestern Pennsylvania, western Maryland and northern West Virginia. Truckee Tahoe is a supplier of lumber and building materials in the northern California and northwestern Nevada markets.

During the first six months of 2024, we completed the acquisitions of Quality Door & Millwork, Inc. (“Quality Door”), Hanson Truss Components, Inc. (“Hanson Truss”), RPM Wood Products, Inc. (“RPM”), Schoeneman Bros. Company (“Schoeneman”) and TRSMI, LLC (“TRSMI”) for a combined total of approximately $ million, net of cash acquired. Quality Door is a millwork distributor, serving Idaho markets in the Boise and Idaho Falls areas. Hanson Truss produces trusses, serving the areas of northern California and western Nevada. RPM provides a diverse product mix of lumber, windows, doors, millwork and trusses in northeastern Florida. Schoeneman manufacturers trusses and provides building materials and products to eastern South Dakota and western Iowa. TRSMI manufactures and distributes trusses around the Detroit, Michigan area.

billion revolving credit facility due May 20, 2030 (the “Revolving Facility”). The transactions were accounted for by the acquisition method, and accordingly the results of operations have been included in the Company’s consolidated financial statements from the acquisition dates. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition dates, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.

Pro forma financial information for the acquisitions discussed above for 2025 and 2024 are not presented as these acquisitions did not have a material impact on our results of operations, individually or in the aggregate for each respective period.

Accounts receivable

Other receivables

—

Inventories

Other current assets

Property, plant and equipment

Operating lease right-of-use assets

Finance lease right-of-use assets

—

Intangible assets

Other assets

—

Total assets

Accounts payable

Accrued liabilities

Contract liabilities

Operating lease liabilities

Finance lease liabilities

—

Total liabilities

Goodwill

Total purchase consideration

Accrued contingent consideration and purchase price adjustments

(

)

Less: cash acquired

(

)

(

)

Total cash consideration

Windows, doors and millwork

Specialty building products and services

Lumber and lumber sheet goods

Net sales

% and % of the contract liabilities balances outstanding as of December 31, 2024, and 2023, respectively.

Denominator:

Weighted average shares outstanding, basic

Dilutive effect of options and RSUs

Weighted average shares outstanding, diluted

Net income per share:

Basic

Diluted

Antidilutive and contingent RSUs excluded from diluted EPS

Acquisitions

Balance as of June 30, 2025 (1)

(1) Goodwill is presented net of historical accumulated impairment losses of $ million.

period for tax purposes.

(

)

(

)

Developed technology

(

)

(

)

Trade names

(

)

(

)

Non-compete agreements

(

)

(

)

Total intangible assets

(

)

(

)

In connection with the current year acquisitions, we recorded intangible assets of $ million, which includes $ million of customer relationships and $ million of trade names. The weighted average useful life of the current year acquired intangible assets is years in total, years for customer relationships and years for trade names. The fair value of acquired customer relationship intangible assets was primarily estimated by applying the multi-period excess earnings method, which involved the use of significant estimates and assumptions primarily related to forecasted revenue growth rates, gross margin, contributory asset charges, customer attrition rates, and market-participant discount rates. These measures are based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s historical experience, future projections and comparable market data include future cash flows, long-term growth rates, attrition rates and discount rates.

During the three and six months ended June 30, 2025, we recorded amortization expense in relation to the above-listed intangible assets of $ million and $ million, respectively. During the three and six months ended June 30, 2024, we recorded amortization expense in relation to the above-listed intangible assets of $ million and $ million, respectively.

2026

2027

2028

2029

Thereafter

Total future intangible amortization expense

Self-insurance reserves

Accrued business and other taxes

Accrued interest

Accrued rebates payable

Accrued professional service fees

Other

Total accrued liabilities

—

% 2032 notes

% 2034 notes

% 2035 notes

—

% 2032 notes

% 2030 notes

Other finance obligations

Finance lease obligations

Unamortized debt discount/premium and debt issuance costs

(

)

(

)

Less: current maturities of long-term debt

Long-term debt, net of current maturities, discounts and issuance costs

(1)

The weighted average interest rate was % as of June 30, 2025.

2025 Debt Transactions

Notes Offering Transaction

On May 8, 2025, the Company completed a private offering of $ million in aggregate principal amount of % senior unsecured notes due 2035 (“% 2035 Notes”) at an issue price equal to % of par value. The net proceeds from the offering were used to repay indebtedness outstanding under the Revolving Facility.

In connection with the issuance of the % 2035 notes, we incurred $ million of various third-party fees and expenses. These costs have been recorded as a reduction to long-term debt and are being amortized over the contractual life of the % 2035 notes using the effective interest method.

The % 2035 Notes mature on , with interest accruing at a rate of % per annum and

The terms of the % 2035 Notes are governed by the indenture, dated as of May 8, 2025 (“2035 Indenture”). The 2035 Indenture contains terms consistent with the other indentures the Company is party to and is among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee.

% 2035 Notes, subject to certain exceptions, are guaranteed, jointly and severally, on a senior unsecured basis, by each of the Company’s direct and indirect wholly-owned subsidiaries (the “Guarantors”) that guarantee the Revolving Facility, the % senior notes due 2030 (the “% 2030 Notes”), the % senior notes due 2032 (the “% 2032 Notes”), the % senior notes due 2032 (the “% 2032 Notes”) and the % senior notes due 2034 (the “% 2034 Notes” and, collectively with the % 2030 Notes, the % 2032 Notes and % 2032 Notes, the “Existing Notes”).

The % 2035 Notes constitute senior unsecured obligations of the Company and Guarantors, pari passu in right of payment, with all of the existing and future senior indebtedness of the Company, including indebtedness under the Revolving Facility and the Existing Notes effectively subordinated to all existing and future secured indebtedness of the Company and the Guarantors (including indebtedness under the Revolving Facility) to the extent of the value of the assets securing such indebtedness, senior to all of the future subordinated indebtedness of the Company and the Guarantors and structurally subordinated to any existing and future indebtedness and other liabilities, including preferred stock, of the Company’s subsidiaries that do not guarantee the % 2035 Notes.

The 2035 Indenture contains certain covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional debt or issue preferred stock, create liens, create restrictions on the Company’s subsidiaries’ ability to make payments to the Company, pay dividends and make other distributions in respect of the Company’s and its subsidiaries’ capital stock, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers and consolidations.

The Company may redeem the % 2035 Notes within five years from the date of issuance, in whole or in part, at a redemption price equal to % of the principal amount of the % 2035 Notes plus the “applicable premium” set forth in the 2035 Indenture. The Company may, within three years of the date of issuance, redeem up to % of the aggregate principal amount of the % 2035 Notes with the net cash proceeds of one or more equity offerings at % of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date. After the five-year period from original issuance, the Company may redeem the % 2035 Notes at the redemption prices set forth in the 2035 Indenture, plus accrued and unpaid interest, if any, to the redemption date. If the Company experiences certain change of control triggering events, holders of the % 2035 Notes may require it to repurchase all or part of their notes at % of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

The Company’s other outstanding senior unsecured notes are discussed in more detail in our 2024 Form 10-K.

Revolving Credit Facility Amendment

On May 20, 2025, the Company amended the Revolving Facility to increase the existing revolving commitments of $ billion with new revolving commitments of $ billion, and to extend the maturity date to . % or % per annum in the case of Secured Overnight Financing Rate (“SOFR”) loans, and % or % per annum in the case of base rate loans, in each case based on a measure of availability under the amended Revolving Facility. Letters of credit fees under the Revolving Facility are assessed at a rate between % and %, based on the average excess availability. The commitment fee rate will continue to be equal to % per annum. to 1.00 if our excess availability falls below the greater of $ million or % of the maximum borrowing amount, which was $ million as of June 30, 2025. The guarantees and covenants in the amended revolving facility remain consistent with those in the prior revolving facility and described in our 2024 Form 10-K.

In connection with this amendment, we expensed approximately $ million of unamortized debt issuance costs related to an exiting lender to interest expense, and we incurred approximately $ million of new debt issuance costs which, together with the previous unamortized debt issuance costs, have been deferred and will be amortized over the remaining contractual life.

Fair Value

% 2035 Notes, and Existing Notes at amortized cost. The fair values of the % 2032 Notes, % 2034 Notes, % 2035 Notes, % 2032 Notes, and % 2030 Notes at June 30, 2025 were approximately $ billion, $ billion, $ million, $ million, and $ million, respectively, which were determined using Level 2 inputs based on market prices. The carrying value of the Revolving Facility as of June 30, 2025, approximates its fair value, as the rates of the Revolving Facility are comparable to those at which we could currently borrow under similar terms. As such, the fair value of the Revolving Facility was also classified as Level 2 in the hierarchy.

We were not in violation of any covenants or restrictions imposed by any of our debt agreements at June 30, 2025.

restricted stock units (“RSUs”) to employees under our 2014 Incentive Plan for which vesting is based solely on continuous employment over the requisite service period. These grants vest over a service period between one and . The weighted average grant date fair value for these RSUs was $ per unit, which was based on the closing stock price on the respective grant dates.

Performance, Market and Service Condition Based Restricted Stock Unit Grants

In the first six months of 2025, our board of directors granted RSUs to employees under our 2014 Incentive Plan, which cliff vest on the third anniversary of the grant date based on the Company’s level of achievement of performance goals relating to return on invested capital over a period (“performance condition”) and continued employment during the performance period (“service condition”). The total number of shares of common stock that may be earned from the performance condition ranges from to % of the RSUs granted. The number of shares earned from the performance condition may be further increased or decreased by % based on the Company’s total shareholder return relative to a peer group during the performance period (“market condition”). per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions:

Expected volatility (peer group median)

Correlation between the Company and peer group median

Expected dividend yield

Risk-free rate

The expected volatilities and correlation are based on the historical daily returns of our common stock and the common stocks of the constituents of our peer group over the most recent period equal to the measurement period. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant and has a term equal to the measurement period.

State income taxes, net of federal income tax

Stock-based compensation windfall benefit

(

)

(

)

(

)

(

)

Permanent differences and other

—

(

)

% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Accordingly, the Company will evaluate deferred tax balances under the newly enacted tax law and identify other changes required to its consolidated financial statements for the period ended September 30, 2025.

million under our Revolving Facility that principally support our self-insurance programs.

The Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company’s existing insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the complex nature of the claims. Although the Company cannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could materially affect the Company's financial position, results of operations or cash flows.

In addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in amounts in excess of our self-insured retention that we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect to such claims and lawsuits. Although the ultimate disposition of these other proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are pending or threatened, either individually or on a combined basis, will not materially affect our consolidated financial position, cash flows or results of operations. However, there can be no assurances that future adverse judgments and costs would not be material to our results of operations or liquidity for a particular period.

billion and $ billion for the three months ended June 30, 2025 and 2024, respectively, and $ billion and $ billion for the six months ended June 30, 2025 and 2024, respectively. Other segment items are substantially all the remaining selling, general, and administrative expenses reported in these condensed consolidated financial statements. The measure of segment assets is reported on the Condensed Consolidated Balance Sheet as total assets.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the year ended December 31, 2024, included in our 2024 Form 10-K. The following discussion and analysis should also be read in conjunction with the unaudited condensed consolidated financial statements appearing elsewhere in this report.

Cautionary Statement

Statements in this report and the schedules hereto that are not purely historical facts or that necessarily depend upon future events, including statements about expected market share gains, forecasted financial performance, industry and business outlook or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. All forward-looking statements are based upon currently available information and the Company’s current assumptions, expectations and projections about future events. Forward-looking statements are by nature inherently uncertain, and actual results or events may differ materially from the results or events described in the forward-looking statements as a result of many factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control or may be currently unknown to the Company, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements; such risks or uncertainties include those related to the Company’s growth strategies, including acquisitions, organic growth and digital and technology strategies, or the dependence of the Company’s revenues and operating results on, among other things, the homebuilding industry and, to a lesser extent, repair and remodel activity, which in each case is dependent on economic conditions, including inflation, interest rates, home size and affordability, consumer confidence, labor and supply shortages, and also lumber and other commodity prices, which may be impacted by changes in tariffs. The Company may not succeed in addressing these and other risks. Further information regarding the risk factors that could affect our financial and other results can be found in the risk factors section of the Company’s 2024 Form 10-K filed with the Securities and Exchange Commission. Consequently, all forward-looking statements in this report are qualified by the factors, risks and uncertainties contained therein.

COMPANY OVERVIEW

We are a leading supplier and manufacturer of building materials, manufactured components and construction services to professional contractors, sub-contractors and consumers. The Company operates approximately 585 locations in 43 states across the United States, which are internally organized into geographic operating divisions. Due to the similar economic characteristics, categories of products, distribution methods and customers, our operating divisions are aggregated into one reportable segment.

We offer an integrated solution to our customers, providing manufacturing, supply and installation of a full range of structural and related building products. Our manufactured products include our factory-built roof and floor trusses, wall panels, vinyl windows, custom millwork and trim, as well as engineered wood that we design, cut, and assemble for each home. We also assemble interior and exterior doors into pre-hung units. Additionally, we supply our customers with a broad offering of professional-grade building products not manufactured by us, such as dimensional lumber and lumber sheet goods and various window, door and millwork lines, along with a full complement of specialty building products. Our full range of construction-related services includes professional installation, turn-key framing and shell construction that spans our product categories.

RECENT DEVELOPMENTS

Business Combinations

Through June 30, 2025, we have completed the acquisitions of Alpine Lumber, Cluss Lumber and Truckee Tahoe for an aggregate purchase price of approximately $891.9 million, net of cash acquired. Among other opportunities, these acquisitions further expand our market footprint and provide additional operations in our value-added product categories and allow us to better serve our customers in these markets. These transactions are described in further detail in Note 2 to the condensed consolidated financial statements included in Item 1 of this quarterly report on Form 10-Q.

Company Shares Repurchases

On April 30, 2025, the Company’s board of directors authorized a new repurchase plan of up to $500.0 million of the Company’s outstanding shares of common stock. The new repurchase plan replaced the Company’s prior $1.0 billion share repurchase authorization announced in August 2024, which had approximately $100.0 million remaining under its authorization.

During the six months ended June 30, 2025, the Company repurchased 3.4 million shares at a weighted average price of $118.65 per share, for a total cost of $403.6 million, inclusive of applicable fees and taxes.

Debt Transactions

On May 8, 2025, the Company completed a private offering of $750.0 million in aggregate principal amount of 6.750% senior unsecured notes due 2035, at an issue price equal to 100% of par value. The net proceeds from the offering were used to repay indebtedness outstanding under the Revolving Facility.

On May 20, 2025, the Company amended the Revolving Facility to increase the existing revolving commitments of $1.8 billion with the new revolving commitments of $2.2 billion, and to extend the maturity date to May 20, 2030.

These transactions are described in Note 8 to the condensed consolidated financial statements included in Item 1 of this quarterly report on Form 10-Q. From time to time, based on market conditions and other factors and subject to compliance with applicable laws and regulations, the Company may repurchase or call its notes, repay debt, repurchase shares of its common stock or otherwise enter into transactions regarding its capital structure.

Enacted Legislation

On July 4, 2025, the One Big Beautiful Bill Act was enacted into law. The Bill includes a broad range of tax reform provisions affecting domestic corporations, and is discussed in more detail in Note 10 to the condensed consolidated financial statements included in Item 1 of this quarterly report on Form 10-Q.

CURRENT OPERATING CONDITIONS AND OUTLOOK

According to the U.S. Census Bureau, actual U.S. total housing starts were 0.4 million for the second quarter of 2025, a decrease of 0.9% compared to the second quarter of 2024. Actual U.S. single-family starts for the second quarter of 2025 were 0.3 million, a decrease of 8.4% compared to the second quarter of 2024. A composite of third-party sources, including the National Association of Home Builders and John Burns Research and Consulting, are forecasting 1.3 million U.S. total housing starts and 940 thousand U.S single-family housing starts for 2025, which are decreases of 4.0% and 7.2%, respectively from 2024.

We believe the housing industry’s long-term outlook is positive and that it remains underbuilt due to growth in the underlying demographics compared to historical new construction levels. However, macroeconomic uncertainty, including fluctuations in interest rates, stock market volatility, impact of changes in tariffs and inflation, may continue to pressure near-term housing industry demand as homes are less affordable for consumers, investors and builders. We believe we are well-positioned to accelerate growth and capture market share as industry conditions improve in the long term. We will continue to focus on working capital by closely monitoring the credit exposure of our customers, maintaining the right level of inventory and by working with our vendors to improve payment terms. We strive to achieve the appropriate balance of short-term expense control while maintaining the expertise and capacity to grow the business.

SEASONALITY AND OTHER FACTORS

Our first and fourth quarters have historically been, and are generally expected to continue to be, adversely affected by weather causing reduced construction activity during these quarters. In addition, quarterly results historically have reflected, and are expected to continue to reflect, fluctuations from period to period arising from the following:

•

The cyclical nature of the homebuilding industry;

•

General economic conditions in the markets in which we compete;

•

The volatility of lumber prices;

•

The pricing policies of our competitors;

•

Disruptions in our supply chain; and

•

The production schedules of our customers.

The composition and level of working capital typically change during periods of increasing sales as we carry more inventory and receivables. Working capital levels typically increase in the first and second quarters of the year due to higher sales during the peak residential construction season. These increases may result in negative operating cash flows during this peak season, which historically have been financed through available cash and borrowing availability under credit facilities. Generally, collection of receivables and reduction in inventory levels following the peak building and construction season positively impact cash flow.

RESULTS OF OPERATIONS

The following table sets forth the percentage relationship to net sales of certain costs, expenses and income items:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		69.3	%		67.2	%		69.4	%		66.9	%
Gross margin		30.7	%		32.8	%		30.6	%		33.1	%
Selling, general and administrative expenses		23.3	%		21.8	%		24.3	%		22.8	%
Income from operations		7.4	%		11.0	%		6.3	%		10.3	%
Interest expense, net		1.7	%		1.2	%		1.7	%		1.2	%
Income tax expense		1.3	%		2.1	%		1.0	%		1.9	%
Net income		4.4	%		7.7	%		3.6	%		7.2	%

Three Months Ended June 30, 2025 Compared with the Three Months Ended June 30, 2024

Net Sales. Net sales for the three months ended June 30, 2025, were $4.2 billion, a 5.0% decrease over net sales of $4.5 billion for the three months ended June 30, 2024. Core organic sales decreased net sales by 8.5%, primarily due to decreases in the multi-family and single-family customer segments, while commodity price deflation decreased net sales by another 1.5%. These decreases were partially offset by an increase in net sales from acquisitions of 5.0%.

The following table shows net sales classified by product category:


	Three Months Ended June 30,
	2025					2024
	(in millions)
	Net Sales		% of Net Sales			Net Sales		% of Net Sales			% Change
Manufactured products (1)	$	953.1		22.5	%	$	1,056.1		23.7	%		(9.8	)%
Windows, doors and millwork (1)		1,030.0		24.3	%		1,114.9		25.0	%		(7.6	)%
Specialty building products and services		1,117.8		26.4	%		1,093.6		24.6	%		2.2	%
Lumber and lumber sheet goods		1,133.2		26.8	%		1,191.7		26.7	%		(4.9	)%
Net sales	$	4,234.1		100.0	%	$	4,456.3		100.0	%		(5.0	)%

(1)

Manufactured products and windows, doors and millwork are collectively referred to as total value-added products.

We experienced decreased net sales in our manufactured products category primarily due to continued normalization in multi-family, and decreased single-family activity due to lower housing starts. Our windows, doors, and millwork declined primarily due to price normalization, and decreased single-family activity due to lower housing starts. Our lumber and lumber sheet goods category decreased primarily due to lower single-family housing starts and commodity price deflation, partially offset by an increase in net sales from acquisitions. For the comparable period, specialty building products remained relatively consistent.

Gross Margin. Gross margin decreased $0.2 billion to $1.3 billion. Our gross margin percentage decreased to 30.7% in the second quarter of 2025 from 32.8% in the second quarter of 2024, a 2.1% decrease. This decrease was primarily driven by single-family and multi-family margin normalization, as well as a below-normal starts environment.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $14.6 million, or 1.5%, primarily due to additional operating expenses from additional locations acquired within the last twelve months and our ongoing enterprise resource planning system implementation, partially offset by lower variable compensation due to decreased sales.

As a percentage of net sales, selling, general and administrative expenses increased to 23.3%, up from 21.8%, for the three months ended June 30, 2025 and 2024, respectively, primarily attributable to reduced operating leverage.

Interest Expense, Net. Interest expense was $72.0 million in the second quarter of 2025, an increase of $20.0 million from the second quarter of 2024. The increase was primarily due to higher average debt balances.

Income Tax Expense. We recorded income tax expense of $54.3 million and $93.4 million in the second quarters of 2025 and 2024, respectively. The decrease in the tax expense was primarily driven by a decrease in income before income taxes in the current period. Our effective tax rate was 22.7% in the second quarter of 2025, an increase from 21.3% in the second quarter of 2024, primarily related to a lower stock-based compensation windfall benefit.

Six Months ended June 30, 2025 Compared with the Six Months ended June 30, 2024

Net Sales. Net sales for the six months ended June 30, 2025, were $7.9 billion, a 5.5% decrease over net sales of $8.3 billion for the six months ended June 30, 2024. Core organic sales decreased net sales by 8.4%, primarily due to decreases in the multi-family and single-family customer segments, while commodity price deflation and one fewer selling day decreased net sales by another 1.2% and 0.8%, respectively. These decreases were partially offset by increased net sales from acquisitions of 4.9%.

The following table shows net sales classified by product category:


	Six Months Ended June 30,
	2025					2024
	(in millions)
	Net Sales		% of Net Sales			Net Sales		% of Net Sales			% Change
Manufactured products (1)	$	1,803.4		22.9	%	$	2,035.2		24.4	%		(11.4	)%
Windows, doors and millwork (1)		1,958.8		24.8	%		2,145.3		25.7	%		(8.7	)%
Specialty building products & services		2,023.1		25.6	%		1,996.5		23.9	%		1.3	%
Lumber & lumber sheet goods		2,106.3		26.7	%		2,170.7		26.0	%		(3.0	)%
Net sales	$	7,891.6		100.0	%	$	8,347.7		100.0	%		(5.5	)%

(1)

Manufactured products and windows, doors and millwork are collectively referred to as total value-added products.

We experienced decreased net sales in our manufactured products category primarily due to continued normalization in multi-family, and decreased single-family activity due to lower housing starts. Our windows, doors, and millwork and lumber and lumber sheet goods sales declined primarily due to price normalization, and decreased single-family activity due to lower housing starts. For the comparable period, specialty building products remained relatively flat.

Gross Margin. Gross margin decreased $0.3 billion to $2.4 billion, and our gross margin percentage decreased to 30.6% for the six months ended June 30, 2025, from 33.1% in the six months ended June 30, 2024, a 2.5% decrease. This decrease was primarily attributed to the normalization of margins in both single-family and multi-family customer segments, as well as a lower starts environment.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $19.1 million, or 1.0%. This increase was primarily due to operating expenses from additional locations acquired within the last twelve months and our ongoing enterprise resource planning system implementation, partially offset by lower variable compensation due to decreased sales.

As a percentage of net sales, selling, general and administrative expenses increased to 24.3% up from 22.8% for the six months ended June 30, 2025 and 2024, respectively, primarily attributable to reduced operating leverage.

Interest Expense, Net. Interest expense was $136.9 million in the six months ended June 30, 2025, an increase of $36.5 million from the six months ended June 30, 2024. Interest expense increased primarily due to higher average debt balances.

Income Tax Expense. We recorded income tax expense of $77.5 million and $159.9 million for the six months ended June 30, 2025 and 2024, respectively. The decrease in tax expense was primarily driven by a decrease in income before income taxes in the current period. Our effective tax rate was 21.6% in the first six months ended June 30, 2025, an increase from 21.0% in the first six months ended June 30, 2024, primarily related to a decrease in our stock-based compensation windfall benefit, partially offset by permanent and other differences.

LIQUIDITY AND CAPITAL RESOURCES

Our primary capital requirements are to fund working capital needs and operating expenses, meet required interest and principal payments, and to fund capital expenditures and potential future growth opportunities. Our capital resources at June 30, 2025, consist of cash on hand and borrowing availability under our Revolving Facility.

Our Revolving Facility is primarily used for working capital, general corporate purposes and funding capital expenditures and growth opportunities. In addition, we may use borrowings under the Revolving Facility to facilitate debt repayment and consolidation, and to fund share repurchases. Availability under the Revolving Facility is determined by a borrowing base. Our borrowing base consists of accounts receivable, inventory, and qualified cash that all meet specific criteria contained within the credit agreement, minus agent specified reserves. Net excess borrowing availability is equal to the maximum borrowing amount minus outstanding borrowings and letters of credit.

The following table shows our borrowing base and excess availability as of:


	June 30, 2025			December 31, 2024
	(in millions)
Accounts receivable availability (1)	$	925.4		$	773.4
Inventory availability		956.1			891.7
Gross availability		1,881.5			1,665.1
Less:
Agent reserves		(50.6	)		(39.3	)
Plus:
Cash in qualified accounts		19.8			88.5
Borrowing base		1,850.7			1,714.3
Aggregate revolving commitments		2,200.0			1,800.0
Maximum borrowing amount (lesser of borrowing base and aggregate revolving commitments)		1,850.7			1,714.3
Less:
Outstanding borrowings		(233.0	)		—
Letters of credit		(79.6	)		(83.3	)
Net excess borrowing availability on revolving facility	$	1,538.1		$	1,631.0

(1)

The prior year amounts have been conformed to current period presentation. There is no impact on gross availability or net excess borrowing availability on the Revolving Facility as previously reported.

As of June 30, 2025, we had $233.0 million outstanding borrowings under our Revolving Facility, and our net excess borrowing availability was $1,538.1 million after being reduced by outstanding letters of credit totaling $79.6 million. Excess availability must equal or exceed a minimum specified amount, currently $185.1 million, or we are required to meet a fixed charge coverage ratio of 1.00 to 1.00. We were not in violation of any covenants or restrictions imposed by any of our debt agreements at June 30, 2025.

Liquidity

Our liquidity at June 30, 2025, was $1.6 billion, which consists of net borrowing availability under the Revolving Facility and cash on hand.

Our level of indebtedness results in significant interest expense and could have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions. From time to time, based on market conditions and other factors and subject to compliance with applicable laws and regulations, we may repurchase or call our notes, repay, refinance or modify our debt or otherwise enter into transactions regarding our capital structure.

If industry conditions deteriorate or if we pursue additional acquisitions, we may be required to raise additional funds through the sale of capital stock or debt in the public capital markets or in privately negotiated transactions. There can be no assurance that any of these financing options would be available on favorable terms, if at all. Alternatives to help supplement our liquidity position could include, but are not limited to, idling or permanently closing additional facilities, adjusting our headcount in response to current business conditions, attempts to renegotiate leases, managing our working capital and/or divesting of non-core businesses. There are no assurances that these steps would prove successful or materially improve our liquidity position.

Consolidated Cash Flows

Cash provided by operating activities was $473.4 million for the six months ended June 30, 2025, compared to cash provided by operating activities of $769.3 million for the six months ended June 30, 2024. The decrease in cash provided by operating activities was largely the result of lower net income in the first six months of 2025.

For the six months ended June 30, 2025, cash used in investing activities increased $743.8 million compared to the six months ended June 30, 2024, primarily due to using an additional $752.6 million of cash for acquisitions.

Cash provided by financing activities was $519.5 million for the six months ended June 30, 2025, which consisted primarily of a net $739.3 million received for the issuance of the 6.75% 2035 Notes, and $233.0 million net borrowings on the Revolving Facility, offset by $414.0 million for repurchases of common stock. Cash used in financing activities was $444.2 million for the six months ended June 30, 2024, which consisted primarily of $1.0 billion for repurchases of common stock and $365.0 million in net payments on the Revolving Facility, offset by a net $987.5 million received for the issuance of the 6.375% 2034 Notes.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Critical accounting policies are those that are both important to the accurate portrayal of a company’s financial condition and results, and require subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

To prepare financial statements that conform to generally accepted accounting principles, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Certain estimates are particularly sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from our expectations.

Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K for a discussion of our critical accounting estimates and assumptions.

RECENT ACCOUNTING PRONOUNCEMENTS

Information regarding recent accounting pronouncements is discussed in Note 1 to the condensed consolidated financial statements included in Item 1 of this quarterly report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We may experience changes in interest expense if changes in our debt occur. Changes in market interest rates could also affect our interest expense as borrowings under the Revolving Facility bear interest at either a base rate or SOFR, plus, in each case, an applicable margin. A 1.0% increase in interest rates on the Revolving Facility would result in approximately $2.3 million additional interest expense annually based on our $233.0 million in outstanding borrowings as of June 30, 2025. The Revolving Facility also assesses variable commitment and outstanding letter of credit fees based on quarterly average loan utilization. Our 4.25% 2032 Notes, 6.375% 2034 Notes, 6.75% 2035 Notes, 6.375% 2032 Notes, and 5.00% 2030 Notes, bear interest at a fixed rate, and therefore our interest expense related to these notes would not be affected by an increase in market interest rates.

We purchase certain materials, including lumber products, which are then sold to customers, as well as used as direct production inputs for our manufactured products that we deliver. Short-term changes in the cost of these materials and the related in-bound freight costs, some of which are subject to significant fluctuations, are sometimes, but not always, passed on to our customers. Delays in our ability to pass on material price increases to our customers can adversely impact our operating results.

Item 4. Controls and Procedures

Disclosure Controls Evaluation and Related CEO and CFO Certifications. Our management, with the participation of our principal executive officer (“CEO”) and principal financial officer (“CFO”), conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report.

Certifications of our CEO and our CFO, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are attached as exhibits to this quarterly report. This “Controls and Procedures” section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Limitations on the Effectiveness of Controls. We do not expect that our disclosure controls and procedures will prevent all errors and all fraud. A system of controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Because of the limitations in all such systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Furthermore, the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how unlikely. Because of these inherent limitations in a cost-effective system of controls and procedures, misstatements or omissions due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation. The evaluation of our disclosure controls and procedures included a review of their objectives and design, the Company’s implementation of the controls and procedures and the effect of the controls and procedures on the information generated for use in this quarterly report. In the course of the evaluation, we sought to identify whether we had any data errors, control problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken if needed. This type of evaluation is performed on a quarterly basis so that conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our quarterly reports on Form 10-Q. Many of the components of our disclosure controls and procedures are also evaluated by our internal audit department, by our legal department and by personnel in our finance organization. The overall goals of these various evaluation activities are to monitor our disclosure controls and procedures on an ongoing basis, and to maintain them as dynamic systems that change as conditions warrant.

Conclusions Regarding Disclosure Controls. Based on the required evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that, as of June 30, 2025, we maintained disclosure controls and procedures that were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting. During the period covered by this report, there were no changes in our internal control over financial reporting identified in connection with the evaluation described above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of such claims and lawsuits.

Although the ultimate disposition of these proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are currently pending or threatened, either individually or on a combined basis, will not have a material adverse effect on our consolidated financial position, cash flows or results of operations. However, there can be no assurances that future adverse judgments and costs would not be material to our results of operations or liquidity for a particular period.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, “Item 1A. Risk Factors” in our 2024 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2024 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

There were no material changes to the risk factors reported in Part 1, “Item 1A. Risk Factors” in our 2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Company Stock Repurchases

The following table provides information with respect to the purchases of our common stock during the second quarter of fiscal year 2025:


Period	Total Number of Shares Purchased		Average Price Paid per Share (including applicable fees and taxes)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (1)
April 1, 2025 — April 30, 2025		3,358,899	$	118.25		3,304,650	$	500,000,000
May 1, 2025 — May 31, 2025		1,055		120.64		—		500,000,000
June 1, 2025 — June 30, 2025		—		—		—		500,000,000
Total		3,359,954	$	118.25		3,304,650	$	500,000,000

(1)

On April 30, 2025, the Company announced the board of directors’ termination of the prior share repurchase authorization and approval of a new share repurchase authorization of up to $500.0 million of the Company’s outstanding shares of common stock.

In the second quarter of 2025, 3,304,650 shares were repurchased and retired pursuant to share repurchase plans authorized by our board of directors. The remaining 55,304 shares presented in the table above represent stock tendered in order to meet tax withholding requirements for restricted stock units vested. Share repurchases under the program may be made through a variety of methods, which may include open market purchases, block trades, accelerated share repurchases, trading plans in accordance with Rule 10b-5 or Rule 10b-18 under the Exchange Act, or any combination of such methods. The program does not obligate the Company to acquire any particular amount of its common stock, and the share repurchase program may be suspended or discontinued at any time at the Company’s discretion.

Item 5. Other Information

ne.

Item 6. Exhibits


		Description
3.1		Amended and Restated Certificate of Incorporation of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.1 the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025, File Number 001-40620)
3.2		Amended and Restated By-Laws of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.2 the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025, File Number 001-40620)
4.1		Indenture, dated as of May 8, 2025, among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2025, File No. 001-40620)
10.1		Amendment No. 8 to Credit Agreement, dated as of May 20, 2025, by and among the Company, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 22, 2025, File No. 001-40620)
31.1*		Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Peter M. Jackson as Chief Executive Officer
31.2*		Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Pete R. Beckmann as Chief Financial Officer
32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Peter M. Jackson as Chief Executive Officer and Pete R. Beckmann as Chief Financial Officer
101*		The following financial information from Builders FirstSource, Inc.’s Form 10-Q filed on July 31, 2025 formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”): (i) Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2025 and 2024, (ii) Condensed Consolidated Balance Sheet as of June 30, 2025 and December 31, 2024, (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024 and (v) the Notes to Condensed Consolidated Financial Statements.
104*		The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, has been formatted in Inline XBRL.

* Filed herewith.

** Builders FirstSource, Inc. is furnishing, but not filing, the written statement pursuant to Title 18 United States Code 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, of Peter M. Jackson, our Chief Executive Officer, and Pete R. Beckmann, our Chief Financial Officer.

+ Indicates a management contract or compensatory plan or arrangement.

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.


	BUILDERS FIRSTSOURCE, INC.

	/s/ PETER M. JACKSON
	Peter M. Jackson
	President and Chief Executive Officer
	(Principal Executive Officer)

July 31, 2025


	/s/ PETE R. BECKMANN
	Pete R. Beckmann
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

July 31, 2025


	/s/ MATTHEW TRESTER
	Matthew Trester
	Vice President and Controller
	(Principal Accounting Officer)

July 31, 2025

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