Boise Cascade Q3 2026 net income rises to $36.4M
Early industry projections cited by Boise Cascade indicate housing starts are expected to decline mid-single digits in 2027 from 2026 levels.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Boise Cascade Company (BCC) reported third-quarter 2026 sales of $1,802.2 million, up 8% from $1,667.8 million a year earlier, and net income of $36.390 million, versus $21.769 million. Operating income was $55.8 million, compared with $32.3 million. Wood Products posted $16.1 million of segment income, compared with a $12.1 million loss, while Building Materials Distribution income decreased to $51.3 million from $54.3 million.
For the first nine months, sales were $5,132.1 million versus $4,944.4 million, while net income declined to $111.574 million from $124.102 million; operating income was $167.6 million versus $167.4 million. Operating cash flow was $146.3 million, compared with $123.1 million. At September 30, 2026, available liquidity was $780.3 million, comprising $385.1 million in cash and $395.1 million of undrawn committed bank availability.
During the nine months, Boise Cascade repurchased 1,466,250 shares for $112.8 million and paid $26.1 million in common-stock dividends. The board declared a $0.23-per-share quarterly dividend payable December 16, 2026, to stockholders of record December 1, 2026.
3 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter sales increased 8% to $1,802.2 million.
- Moderate pointThird-quarter net income rose to $36.390 million from $21.769 million.
- Moderate pointNine-month operating cash flow increased $23.2 million to $146.3 million.
Negative
- Moderate pointNine-month net income declined to $111.574 million from $124.102 million.
Filing Explained
Boise Cascade reports receiving a termination notice from its primary composite-decking supplier on
Key Figures
Third-quarter sales: $1,802.2 million; up 8% from $1,667.8 million
Third-quarter net income: $36.390 million; $21.769 million in 2025
Third-quarter income from operations: $55.8 million; $32.3 million in 2025
+5 more
8 metrics
Third-quarter sales
$1,802.2 million; up 8% from $1,667.8 million
Three months ended September 30, 2026, compared with 2025
Third-quarter net income
$36.390 million; $21.769 million in 2025
Three months ended September 30, 2026, compared with 2025
Third-quarter income from operations
$55.8 million; $32.3 million in 2025
Three months ended September 30, 2026, compared with 2025
Nine-month net income
$111.574 million; $124.102 million in 2025
Nine months ended September 30, 2026, compared with 2025
Net cash provided by operations
$146.3 million; $123.1 million in 2025
Nine months ended September 30, 2026, compared with 2025
Available liquidity
$780.3 million
At September 30, 2026
Common-stock repurchases
1,466,250 shares; $112.8 million cost; $76.96 average per share, excluding excise tax
Nine months ended September 30, 2026
Quarterly dividend
$0.23 per share
Declared October 29, 2026; payable December 16, 2026, to stockholders of record December 1, 2026
Key Terms
Gross margin percentage, MLO rate, Net Leverage Ratio, treasury stock method, +1 more
5 terms
Gross margin percentage financial
"Gross margin percentage is gross margin as a percentage of segment sales."
Gross margin percentage shows how much money a company keeps from sales after paying for the direct costs of producing its products or services, expressed as a percentage of total sales. It indicates how efficiently a company turns sales into profit before other expenses are considered. Higher gross margin percentages generally suggest better profitability potential and cost control, making it an important measure for investors assessing a company's financial health.
MLO rate financial
"the MLO rate in our BMD segment increased 80 basis points"
Net Leverage Ratio financial
"our Net Leverage Ratio shall not exceed 3.5:1"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
treasury stock method financial
"using the treasury stock method"
A bookkeeping technique used to estimate how many additional shares would exist if all outstanding stock options, warrants and convertible securities were exercised, assuming the company uses the cash received to buy back shares at the current market price. Investors use it to calculate diluted earnings per share and to gauge potential ownership and profit dilution—like figuring out how a pie would be divided if more people claimed slices and some money was used to buy slices back.
swingline sub-facility financial
"includes a $45 million swingline sub-facility"
A swingline sub-facility is a short-term, fast-access loan built into a larger credit agreement that lets a borrower draw a small amount of cash quickly for immediate needs, like bridging payroll or meeting an unexpected bill. For investors, it matters because use of this emergency credit can signal temporary cash stress or provide reassurance that the company can meet short-term obligations without selling assets, affecting perceptions of liquidity and short-term default risk.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What dividend did BCC declare for December 2026?
Boise Cascade declared a $0.23-per-share quarterly dividend payable December 16, 2026, to stockholders of record December 1, 2026. Future declarations, including the amount and dates, are at the board’s discretion.
How many shares did BCC repurchase in the first nine months of 2026?
Boise Cascade repurchased and retired 1,466,250 shares during the nine months ended September 30, 2026, at a cost of $112.8 million, averaging $76.96 per share excluding excise tax. At September 30, $125.8 million remained available under the repurchase program.
What capital expenditures does BCC expect in 2026?
Boise Cascade expects capital expenditures of approximately $120 million to $140 million in 2026, excluding potential acquisitions. The company said the amount could increase or decrease depending on the availability of engineering and construction resources and the timing and availability of equipment purchases.
What is changing in BCC’s composite decking supply?
Boise Cascade received a termination notice from its primary composite decking supplier on July 13, 2026, and entered into an agreement with another supplier effective July 31, 2026. The new supplier is intended to serve as the company’s sole composite decking offering. Boise Cascade said the transition may disrupt availability, lengthen lead times, and reduce its ability to fill customer orders.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the quarterly period ended | ||||||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to | ||||||||
Commission File Number: 001-35805
(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)
(208 ) 384-6161
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
There were 34,802,781 shares of the registrant's common stock, $0.01 par value per share, outstanding on October 30, 2026.
Table of Contents
PART I—FINANCIAL INFORMATION | ||||||||||||||
Item 1. | Financial Statements | 1 | ||||||||||||
Condensed Notes to Unaudited Quarterly Consolidated Financial Statements | 8 | |||||||||||||
1. Nature of Operations and Consolidation | 8 | |||||||||||||
2. Summary of Significant Accounting Policies | 8 | |||||||||||||
3. Income Taxes | 12 | |||||||||||||
4. Net Income Per Common Share | 12 | |||||||||||||
5. Goodwill and Intangible Assets | 13 | |||||||||||||
6. Debt | 14 | |||||||||||||
7. Leases | 15 | |||||||||||||
8. Stock-Based Compensation | 17 | |||||||||||||
9. Stockholders' Equity | 18 | |||||||||||||
10. Transactions With Related Party | 19 | |||||||||||||
11. Segment Information | 20 | |||||||||||||
12. Commitments, Legal Proceedings and Contingencies, and Guarantees | 23 | |||||||||||||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||||||||||
Understanding Our Financial Information | 24 | |||||||||||||
Executive Overview | 25 | |||||||||||||
Factors That Affect Our Operating Results and Trends | 25 | |||||||||||||
Our Operating Results | 27 | |||||||||||||
Liquidity and Capital Resources | 31 | |||||||||||||
Guarantees | 33 | |||||||||||||
Seasonal Influences | 33 | |||||||||||||
Employees | 33 | |||||||||||||
Disclosures of Financial Market Risks | 34 | |||||||||||||
Environmental | 34 | |||||||||||||
Critical Accounting Estimates | 34 | |||||||||||||
New and Recently Adopted Accounting Standards | 34 | |||||||||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 34 | ||||||||||||
Item 4. | Controls and Procedures | 35 | ||||||||||||
PART II—OTHER INFORMATION | ||||||||||||||
Item 1. | Legal Proceedings | 36 | ||||||||||||
Item 1A. | Risk Factors | 36 | ||||||||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 37 | ||||||||||||
Item 3. | Defaults Upon Senior Securities | 37 | ||||||||||||
Item 4. | Mine Safety Disclosures | 37 | ||||||||||||
Item 5. | Other Information | 37 | ||||||||||||
Item 6. | Exhibits | 38 | ||||||||||||
Signatures | 39 | |||||||||||||
ii
Table of Contents
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Boise Cascade Company
Consolidated Statements of Operations
(unaudited)
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (thousands, except per-share data) | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Materials, labor, and other operating expenses (excluding depreciation) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Selling and distribution expenses | |||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Foreign currency exchange gain (loss) | ( | ( | ( | ||||||||||||||||||||
| Pension expense (excluding service costs) | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Change in fair value of interest rate swaps | ( | ||||||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income per common share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Dividends declared per common share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Table of Contents
Boise Cascade Company
Consolidated Statements of Comprehensive Income
(unaudited)
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (thousands) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||
| Defined benefit pension plans | |||||||||||||||||||||||
Amortization of actuarial loss, net of tax of $ | |||||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Table of Contents
Boise Cascade Company
Consolidated Balance Sheets
(unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (thousands) | |||||||||||
| ASSETS | |||||||||||
| Current | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables | |||||||||||
Trade, less allowances of $ | |||||||||||
| Related parties | |||||||||||
| Other | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Finance lease right-of-use assets | |||||||||||
| Timber deposits | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Table of Contents
Boise Cascade Company
Consolidated Balance Sheets (continued)
(unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (thousands, except per-share data) | |||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Current | |||||||||||
| Accounts payable | |||||||||||
| Trade | $ | $ | |||||||||
| Related parties | |||||||||||
| Accrued liabilities | |||||||||||
| Compensation and benefits | |||||||||||
| Interest payable | |||||||||||
| Other | |||||||||||
| Total current liabilities | |||||||||||
| Debt | |||||||||||
| Long-term debt, net | |||||||||||
| Other | |||||||||||
| Compensation and benefits | |||||||||||
| Operating lease liabilities, net of current portion | |||||||||||
| Finance lease liabilities, net of current portion | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingent liabilities | |||||||||||
| Stockholders' equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying condensed notes to unaudited quarterly consolidated financial statements.
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Table of Contents
Boise Cascade Company
Consolidated Statements of Cash Flows
(unaudited)
| Nine Months Ended September 30 | |||||||||||
| 2026 | 2025 | ||||||||||
| (thousands) | |||||||||||
| Cash provided by (used for) operations | |||||||||||
| Net income | $ | $ | |||||||||
| Items in net income not using (providing) cash | |||||||||||
| Depreciation and amortization, including deferred financing costs and other | |||||||||||
| Stock-based compensation | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Change in fair value of interest rate swaps | |||||||||||
| Other | ( | ( | |||||||||
| Decrease (increase) in working capital, net of acquisitions | |||||||||||
| Receivables | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other | ( | ( | |||||||||
| Accounts payable and accrued liabilities | |||||||||||
| Income taxes payable | ( | ||||||||||
| Other | ( | ( | |||||||||
| Net cash provided by operations | |||||||||||
| Cash provided by (used for) investment | |||||||||||
| Expenditures for property and equipment | ( | ( | |||||||||
| Acquisitions of businesses and facilities | ( | ||||||||||
| Proceeds from sales of assets and other | |||||||||||
| Net cash used for investment | ( | ( | |||||||||
| Cash provided by (used for) financing | |||||||||||
| Borrowings of long-term debt, including revolving credit facility | |||||||||||
| Payments of long-term debt, including revolving credit facility | ( | ||||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Dividends paid on common stock | ( | ( | |||||||||
| Tax withholding payments on stock-based awards | ( | ( | |||||||||
| 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.
5
Table of Contents
Boise Cascade Company
Consolidated Statements of Stockholders' Equity
(unaudited)
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total | ||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| (thousands) | ||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Common stock issued | ||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Tax withholding payments on stock-based awards | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | ( | ( | ||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
See accompanying condensed notes to unaudited quarterly consolidated financial statements.
6
Table of Contents
Boise Cascade Company
Consolidated Statements of Stockholders' Equity (continued)
(unaudited)
| Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| (thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued | |||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchased | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| 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 ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Tax withholding payments on stock-based awards | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Treasury stock retirement | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||
See accompanying condensed notes to unaudited quarterly consolidated financial statements.
7
Table of Contents
Condensed Notes to Unaudited Quarterly Consolidated Financial Statements
1. Nature of Operations and Consolidation
Nature of Operations
Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. We are one of the largest United States wholesale distributors of building materials and a leading manufacturer of engineered wood products (EWP) and plywood in North America.
We operate our business using two reportable segments: (1) Building Materials Distribution (BMD), which is a wholesale distributor of building materials, and (2) Wood Products, which primarily manufactures EWP and plywood. For more information, see Note 11, Segment Information.
Consolidation
The accompanying quarterly consolidated financial statements have not been audited by an independent registered public accounting firm but, in the opinion of management, include all adjustments necessary to present fairly the financial position, results of operations, cash flows, and stockholders' equity for the interim periods presented. Except as disclosed within these condensed notes to unaudited quarterly consolidated financial statements, the adjustments made were of a normal, recurring nature. Certain information and footnote disclosures normally included in our annual consolidated financial statements have been condensed or omitted. The quarterly consolidated financial statements include the accounts of Boise Cascade and its subsidiaries after elimination of intercompany balances and transactions. Quarterly results are not necessarily indicative of results that may be expected for the full year. These condensed notes to unaudited quarterly consolidated financial statements should be read in conjunction with our 2025 Form 10-K and the other reports we file with the Securities and Exchange Commission.
2. Summary of Significant Accounting Policies
Accounting Policies
The complete summary of significant accounting policies is included in Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible assets, and other long-lived assets; legal contingencies; guarantee obligations; indemnifications; assumptions used in retirement, medical, and workers' compensation benefits; assumptions used in the determination of right-of-use (ROU) assets and related lease liabilities; stock-based compensation; fair value measurements; income taxes; and vendor and customer rebates, among others. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.
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Revenue Recognition
Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For revenue disaggregated by major product line for each reportable segment, see Note 11, Segment Information.
Fees for shipping and handling charged to customers for sales transactions are included in "Sales" in our Consolidated Statements of Operations. When control over products has transferred to the customer, we have elected to recognize costs related to shipping and handling as fulfillment costs. For our BMD segment, costs related to shipping and handling of $78.4 million and $72.3 million for the three months ended September 30, 2026 and 2025, respectively, and $219.8 million and $201.5 million for the nine months ended September 30, 2026 and 2025, respectively, are included in "Selling and distribution expenses" in our Consolidated Statements of Operations. In our BMD segment, our activities relate to the purchase and resale of finished products, and excluding shipping and handling costs from "Materials, labor, and other operating expenses (excluding depreciation)" provides us a clearer view of our operating performance and the effectiveness of our sales and purchasing functions. For our Wood Products segment, costs related to shipping and handling are included in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations. In our Wood Products segment, we view our shipping and handling costs as a cost of the manufacturing process and the movement of product to our end customers.
Customer Rebates and Allowances and Cash Discounts
Rebates are provided to our customers and our customers' customers based on the volume of their purchases, among other factors such as customer loyalty, conversion, and commitment, as well as temporary protection from price increases. We provide the rebates to increase the sell-through of our products. Rebates are generally estimated based on the most likely amount to be paid and recorded as a decrease in "Sales." At September 30, 2026 and December 31, 2025, we had $88.1 million and $83.5 million, respectively, of rebates payable to our customers recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets. We also estimate expected cash discounts on trade accounts receivable based on an analysis of historical experience and record cash discounts as a decrease in "Sales." We adjust our estimate of revenue at the earlier of when the probability of rebates paid and cash discounts provided changes or when the amounts become fixed. There have not been significant changes to our estimates of rebates, although it is reasonably possible that a change in the estimate may occur.
Vendor Rebates and Allowances
We receive rebates and allowances from our vendors under a number of different programs, including vendor marketing programs. At September 30, 2026 and December 31, 2025, we had $17.5 million and $17.4 million, respectively, of vendor rebates and allowances recorded in "Receivables, Other" on our Consolidated Balance Sheets. Rebates and allowances received from our vendors are recognized as a reduction of "Materials, labor, and other operating expenses (excluding depreciation)" when the product is sold, unless the rebates and allowances are linked to a specific incremental cost to sell a vendor's product. Amounts received from vendors that are linked to specific selling and distribution expenses are recognized as a reduction of "Selling and distribution expenses" in the period the expense is incurred.
Leases
We primarily lease land, buildings, and equipment under operating and finance leases. We determine if an arrangement is a lease at inception and assess lease classification as either operating or finance at lease inception or upon modification. Substantially all of our leases with initial terms greater than one year are for real estate, including distribution centers, corporate headquarters, land, and other office space. Substantially all of these lease agreements have fixed payment terms based on the passage of time and are recorded in our BMD segment. Many of our leases include fixed escalation clauses, renewal options and/or termination options that are factored into our determination of lease term and lease payments when appropriate. Renewal options generally range from one to ten years with fixed payment terms similar to those in the original lease agreements. Some lease agreements provide us with the option to purchase the leased property at market value. Our lease agreements do not contain any residual value guarantees.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of fixed lease payments over the lease term. The current portion of our operating and finance lease liabilities are recorded in "Accrued liabilities, Other" on our Consolidated Balance Sheets.
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We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. In determining our incremental borrowing rates, we give consideration to publicly available interest rates for instruments with similar characteristics, including credit rating, term, and collateralization.
For purposes of determining straight-line rent expense, the lease term is calculated from the date we first take possession of the facility, including any periods of free rent and any renewal option periods we are reasonably certain of exercising. Variable lease expense generally includes reimbursement of actual costs for common area maintenance, property taxes, and insurance on leased real estate and are recorded as incurred. Most of our operating lease expense is recorded in "Selling and distribution expenses" in our Consolidated Statements of Operations. In addition, we do not separate lease and non-lease components for all of our leases.
Our short-term leases primarily include equipment rentals with lease terms on a month-to-month basis, which provide for our seasonal needs and flexibility in the use of equipment. Our short-term leases also include certain real estate for which either party has the right to cancel upon providing notice of 30 to 90 days. We do not recognize ROU assets or lease liabilities for short-term leases.
Inventories
Inventories included the following (work in process is not material):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (thousands) | ||||||||||||||
| Finished goods and work in process | $ | $ | ||||||||||||
| Logs | ||||||||||||||
| Other raw materials and supplies | ||||||||||||||
| $ | $ | |||||||||||||
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Property and Equipment
Property and equipment consisted of the following asset classes:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (thousands) | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings | ||||||||||||||
| Improvements | ||||||||||||||
| Mobile equipment, information technology, and office furniture | ||||||||||||||
| Machinery and equipment | ||||||||||||||
| Construction in progress | ||||||||||||||
| Less: accumulated depreciation | ( | ( | ||||||||||||
| $ | $ | |||||||||||||
At September 30, 2026 and December 31, 2025, we had $4.2 million and $13.5 million, respectively, of accrued purchases of property and equipment.
Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy under GAAP gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value (Level 1). If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, we use quoted prices for similar assets and liabilities or inputs that are observable either directly or indirectly (Level 2). If quoted prices for identical or similar assets are not available or are unobservable, we may use internally developed valuation models, whose inputs include bid prices, and third-party valuations utilizing underlying asset assumptions (Level 3).
Financial Instruments
Our financial instruments are cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. Our cash is recorded at cost, which approximates fair value, and our cash equivalents are money market funds. As of September 30, 2026 and December 31, 2025, we held $363.7 million and $448.7 million, respectively, in money market funds that are measured at fair value on a recurring basis using Level 1 inputs. The recorded values of accounts receivable and accounts payable approximate fair values based on their short-term nature. At September 30, 2026 and December 31, 2025, the book value of our fixed-rate senior notes for each period was $400.0 377.2 million and $395.0 million, respectively. The difference between the book value and the fair value is derived from the difference between the period-end market interest rate and the stated rate of our fixed-rate senior notes. We estimated the fair value of our fixed-rate senior notes using quoted market prices of our debt in inactive markets (Level 2 inputs). The interest rate on our variable-rate debt is based on market conditions such as the Secured Overnight Financing Rate (SOFR). Because the interest rate on the variable-rate debt is based on current market conditions, we believe that the estimated fair value of the outstanding balance on our variable-rate debt approximates book value.
Concentration of Credit Risk
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New and Recently Adopted Accounting Standards
In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU requires disclosure of specified costs and expenses in the notes to financial statements, including purchases of inventory, employee compensation, depreciation and amortization. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this ASU on the disclosures related to our consolidated financial statements.
There were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements and associated disclosures.
Reclassifications
Certain amounts in prior year's consolidated financial statements have been reclassified to conform with current year's presentation, none of which were considered material.
3. Income Taxes
For the three and nine months ended September 30, 2026, we recorded $14.4 million and $42.2 million, respectively, of income tax expense and had an effective tax rate of 28.4 % and 27.5 %, respectively. For the three and nine months ended September 30, 2025, we recorded $9.1 million and $41.5 million, respectively, of income tax expense and had an effective tax rate of 29.5 % and 25.1 %, respectively. For all periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes. In addition, our effective tax rates during the three months ended September 30, 2026 and 2025 were adversely impacted because permanent tax differences had a greater effect relative to the lower levels of pre-tax book income during those periods.
During the nine months ended September 30, 2026 and 2025, cash paid for taxes, net of refunds received, was $24.8 million and $36.4 million, respectively.
4. Net Income Per Common Share
Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the combination of the weighted average number of common shares outstanding during the period and other potentially dilutive weighted average common shares. Other potentially dilutive weighted average common shares include the dilutive effect of restricted stock units and performance stock units for each period using the treasury stock method. Under the treasury stock method, the amount of compensation expense, if any, for future service that has not yet been recognized is assumed to be used to repurchase shares in the current period.
The following table sets forth the computation of basic and diluted net income per common share:
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (thousands, except per-share data) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| 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 | $ | $ | $ | $ | |||||||||||||||||||
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The computation of the dilutive effect of other potential common shares excludes stock awards representing 0.1 0.2 million and 0.1 million shares of common stock in the nine months ended September 30, 2026 and 2025, respectively. Under the treasury stock method, the inclusion of these stock awards would have been antidilutive.
5. Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price and related costs over the fair value of the net tangible and intangible assets of businesses acquired.
The carrying amount of our goodwill by segment is as follows:
| Building Materials Distribution | Wood Products | Total | ||||||||||||||||||
| (thousands) | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | |||||||||||||||||
| Measurement period adjustments (a) | ( | ( | ||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | |||||||||||||||||
___________________________________
At September 30, 2026 and December 31, 2025, intangible assets represented the values assigned to trade names and trademarks and customer relationships. We maintain trademarks for our manufactured wood products, particularly EWP. Our key registered trademarks are perpetual in duration as long as we continue to timely file all post registration maintenance documents related thereto. These trademarks have indefinite lives, are not amortized, and have a carrying amount of $8.9 5.1 15.5 million and $15.3 million, respectively, of amortization expense for intangible assets.
Intangible assets consisted of the following:
| September 30, 2026 | ||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| (thousands) | ||||||||||||||||||||
| Trade names and trademarks | $ | $ | ( | $ | ||||||||||||||||
| Customer relationships | ( | |||||||||||||||||||
| $ | $ | ( | $ | |||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| (thousands) | ||||||||||||||||||||
| Trade names and trademarks | $ | $ | ( | $ | ||||||||||||||||
| Customer relationships | ( | |||||||||||||||||||
| $ | $ | ( | $ | |||||||||||||||||
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6. Debt
Long-term debt consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (thousands) | |||||||||||
| Revolving credit facility due 2030 | $ | $ | |||||||||
| Deferred financing costs | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
Credit Agreement
On April 14, 2025, we entered into a Credit Agreement (the Credit Agreement) with JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders from time to time party thereto. The Credit Agreement provides for a $450 million revolving credit facility (the Revolver), which includes a $45 million swingline sub-facility and a $75 million letter of credit sub-facility. Borrowings under the Revolver may be repaid and re-borrowed from time to time at our discretion without premium or penalty. The proceeds of borrowings under the agreement are available for working capital needs and general business purposes. The Credit Agreement matures on April 12, 2030.
Interest rates under the Credit Agreement are based, at our election, on either an Alternate Base Rate, a Term SOFR Rate, or a Daily Simple SOFR Rate (each as defined in the Credit Agreement), each plus an applicable spread based on our Net Leverage Ratio (as defined in the Credit Agreement). The frequency of interest payments on borrowings under the Credit Agreement is dependent on the type of borrowing outstanding. In addition, we are required to pay an unused commitment fee on the unused portion of the lending commitments. This fee ranges from 0.20 % to 0.30 % per annum, dependent upon our Net Leverage Ratio.
The Credit Agreement is secured by a first priority security interest in substantially all of the assets of Boise Cascade Company and the guarantors under the Credit Agreement, except real property and certain other excluded property. The obligations of Boise Cascade Company are required to be guaranteed by all Material Domestic Subsidiaries (as defined in the Credit Agreement).
The Credit Agreement contains customary nonfinancial covenants, including but not limited to, restrictions on new indebtedness, liens, dispositions, certain investments, mergers, swap agreements, restricted payments, and restrictions on affiliate transactions. The Credit Agreement also contains a requirement that our Net Leverage Ratio shall not exceed 3.5 :1 as of the last day of any fiscal quarter. The restricted payment covenant includes restrictions on our ability to pay dividends or repurchase stock. Among other carve outs from this provision is one that allows us to pay dividends or repurchase stock without any dollar limitation, so long as both before and immediately after giving effect to such payments, (i) no default exists or would result therefrom and (ii) the Net Leverage Ratio is less than or equal to 3 :1.
At both September 30, 2026 and December 31, 2025, we had $50.0 4.9 395.1 million. During the nine months ended September 30, 2026, the average interest rate on borrowings outstanding under the Revolver was approximately 4.90 %.
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2030 Notes
On July 27, 2020, we issued $400 million of 4.875 % senior notes due July 1, 2030 (2030 Notes) through a private placement that was exempt from the registration requirements of the Securities Act. Interest on our 2030 Notes is payable semiannually in arrears on January 1 and July 1. The 2030 Notes are guaranteed by each of our existing and future direct or indirect domestic subsidiaries that is a guarantor under our Credit Agreement.
The 2030 Notes are senior unsecured obligations and rank equally with all of the existing and future senior indebtedness of Boise Cascade Company and of the guarantors, senior to all of their existing and future subordinated indebtedness, effectively subordinated to all of their present and future senior secured indebtedness (including all borrowings with respect to our Credit Agreement to the extent of the value of the assets securing such indebtedness), and structurally subordinated to the indebtedness of any subsidiaries that do not guarantee the 2030 Notes.
The terms of the indenture governing the 2030 Notes, among other things, limit the ability of Boise Cascade and our restricted subsidiaries to: incur additional debt; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens on assets; consolidate, merge or transfer substantially all of their assets; enter into transactions with affiliates; and sell or transfer certain assets. The indenture governing the 2030 Notes permits us to pay dividends only if at the time of payment (i) no default has occurred or is continuing (or would result from such payment) under the indenture, and (ii) our consolidated leverage ratio is no greater than 3.5 :1, or (iii) the dividend, together with other dividends since the issue date, would not exceed our "builder" basket under the indenture. In addition, the indenture includes certain specific baskets for the payment of dividends.
The indenture governing the 2030 Notes provides for customary events of default and remedies.
Cash Paid for Interest
For the nine months ended September 30, 2026 and 2025, cash payments for interest were $22.2 million and $17.3 million, respectively.
7. Leases
Lease Costs
The components of lease expense were as follows:
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (thousands) | |||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Finance lease cost | |||||||||||||||||||||||
| Amortization of right-of-use assets | |||||||||||||||||||||||
| Interest on lease liabilities | |||||||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | |||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
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Other Information
Supplemental cash flow information related to leases was as follows:
| Nine Months Ended September 30 | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| (thousands) | ||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||||||||
| Operating cash flows from operating leases | $ | $ | ||||||||||||
| Operating cash flows from finance leases | ||||||||||||||
| Financing cash flows from finance leases | ||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
Other information related to leases was as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Weighted-average remaining lease term (years) | |||||||||||||||||||||||
| Operating leases | |||||||||||||||||||||||
| Finance leases | |||||||||||||||||||||||
| Weighted-average discount rate | |||||||||||||||||||||||
| Operating leases | % | % | |||||||||||||||||||||
| Finance leases | % | % | |||||||||||||||||||||
As of September 30, 2026, our minimum lease payment requirements for noncancelable operating and finance leases are as follows:
| Operating Leases | Finance Leases | |||||||||||||
| (thousands) | ||||||||||||||
| Remainder of 2026 | $ | $ | ||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total future minimum lease payments | ||||||||||||||
| Less: interest | ( | ( | ||||||||||||
| Total lease obligations | ||||||||||||||
| Less: current obligations | ( | ( | ||||||||||||
| Long-term lease obligations | $ | $ | ||||||||||||
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8. Stock-Based Compensation
During the nine months ended September 30, 2026 and 2025, we granted two
PSU and RSU Awards
During the nine months ended September 30, 2026, we granted 91,368 PSUs to our officers and other employees, subject to performance and service conditions. For the officers, the PSUs granted are subject to a three-year performance period. The number of shares actually awarded will range from 0 % to 200 % of the target amount. Achievement is measured in annual sub-periods, based on Boise Cascade's return on invested capital (ROIC) for 2026, 2027, and 2028. The average achievement for the three years included in the performance period will determine the number of earned PSUs, as approved by our compensation committee in accordance with the related grant agreement. We define ROIC as net operating profit after taxes (NOPAT) divided by average invested capital (based on a rolling thirteen-month average). We define NOPAT as net income plus after-tax financing expense. Invested capital is defined as total assets plus capitalized lease expense, less cash, cash equivalents, and current liabilities, excluding short-term debt. For the other employees, the PSUs granted are subject to a one-year performance period. The number of shares actually awarded will range from 0 % to 200 % of the target amount, depending upon Boise Cascade’s 2026 EBITDA, defined as income before interest (interest expense and interest income), income taxes, and depreciation and amortization, as approved by executive management, determined in accordance with the related grant agreement. During the nine months ended September 30, 2025, we granted 83,616 PSUs to our officers and other employees, subject to performance and service conditions. For both periods, the PSUs granted to officers generally vest in a single installment three years three
During the nine months ended September 30, 2026 and 2025, we granted an aggregate of 112,187 and 100,159 RSUs, respectively, to our officers, other employees, and nonemployee directors with only service conditions. For both periods, the RSUs granted to officers and other employees vest in three one year
We based the fair value of PSU and RSU awards on the closing market price of our common stock on the grant date. During the nine months ended September 30, 2026 and 2025, the total fair value of PSUs and RSUs vested was $17.3 million and $15.8 million, respectively.
The following summarizes the activity of our PSUs and RSUs awarded under our incentive plan for the nine months ended September 30, 2026:
| PSUs | RSUs | ||||||||||||||||||||||
| Number of shares | Weighted Average Grant-Date Fair Value | Number of shares | Weighted Average Grant-Date Fair Value | ||||||||||||||||||||
| Outstanding, December 31, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Performance condition adjustment (a) | ( | ||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Outstanding, September 30, 2026 | $ | $ | |||||||||||||||||||||
_______________________________
(a) Represents total PSUs forfeited during the nine months ended September 30, 2026, related to below-target achievement of the 2025 performance condition on awards granted to other employees in 2025. During the 2025 performance period, other employees earned 63 % of the target based on Boise Cascade's 2025 EBITDA, determined by executive management, in accordance with the related grant agreement.
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Compensation Expense
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (thousands) | |||||||||||||||||||||||
| PSUs | $ | $ | $ | $ | |||||||||||||||||||
| RSUs | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
The related tax benefit for the nine months ended September 30, 2026 and 2025, was $2.8 million and $2.7 million, respectively. As of September 30, 2026, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $17.6 million. This expense is expected to be recognized over a weighted-average period of 1.9 years.
9. Stockholders' Equity
Dividends
On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock. For more information regarding our dividend declarations and payments made during each of the nine months ended September 30, 2026 and 2025, see "Common stock dividends" on our Consolidated Statements of Stockholders' Equity.
On October 29, 2026, our board of directors declared a quarterly dividend of $0.23 per share on our common stock, payable on December 16, 2026, to stockholders of record on December 1, 2026. For a description of the restrictions in our revolving credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 6, Debt.
Future dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, material cash requirements, restrictions imposed by our revolving credit facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.
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Stock Repurchase
On October 30, 2025, our board of directors approved a new share repurchase authorization of $300.0 million of our outstanding common stock, excluding applicable fees and taxes. Share repurchases may be made on an opportunistic basis, through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws. We are not obligated to purchase any shares and there is no set date that the share repurchase program will expire. Our board of directors, at its discretion, may increase or decrease the amount authorized or terminate the share repurchase program at any time.
During third quarter 2025, our board of directors approved a resolution to retire all outstanding treasury shares previously purchased, as well as a policy to retire all future shares immediately upon repurchase. In accordance with the Company’s policy, the excess cost over par value of retired shares is allocated to retained earnings. Repurchased shares are subject to a 1% excise tax, which is also allocated to retained earnings.
During the nine months ended September 30, 2026, we repurchased and retired 1,466,250 shares at a cost of $112.8 million, or an average of $76.96 per share, exclusive of excise tax. As of September 30, 2026, there was $125.8 million of our outstanding common stock that may yet be purchased under the share repurchase program. During the nine months ended September 30, 2025, we repurchased and retired 1,128,752 shares at a cost of $111.0 million, or an average of $98.31 per share, exclusive of excise tax. The shares were purchased with cash on hand and were retired in accordance with our board-approved policy.
In October 2026, we repurchased and retired 65,006 shares at a cost of approximately $5 million, or an average of $73.95 per share, exclusive of excise tax. Subsequent to these share repurchases, there was approximately $120 million of our outstanding common stock that may yet be purchased under the share repurchase program.
10. Transactions With Related Party
Louisiana Timber Procurement Company, L.L.C. (LTP) is an unconsolidated variable-interest entity that is 50 % owned by us and 50 % owned by Packaging Corporation of America (PCA). LTP procures sawtimber, pulpwood, residual chips, and other residual wood fiber to meet the wood and fiber requirements of us and PCA in Louisiana. We are not the primary beneficiary of LTP as we do not have power to direct the activities that most significantly affect the economic performance of LTP. Accordingly, we do not consolidate LTP's results in our financial statements.
Sales
Related-party sales to LTP from our Wood Products segment in our Consolidated Statements of Operations were $2.8 million and $2.7 million, respectively, during the three months ended September 30, 2026 and 2025, and $7.5 million and $6.5 million, respectively, during the nine months ended September 30, 2026 and 2025. These sales are recorded in "Sales" in our Consolidated Statements of Operations.
Costs and Expenses
Related-party wood fiber purchases from LTP were $24.2 million and $21.5 million, respectively, during the three months ended September 30, 2026 and 2025, and $63.6 million and $54.3 million, respectively, during the nine months ended September 30, 2026 and 2025. These costs are recorded in "Materials, labor, and other operating expenses (excluding depreciation)" in our Consolidated Statements of Operations.
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11. Segment Information
We operate our business using two reportable segments: BMD and Wood Products. There are no differences in our basis of measurement of segment profit or loss from those disclosed in Note 15, Segment Information, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K.
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (millions) | |||||||||||||||||||||||
| Building Materials Distribution | |||||||||||||||||||||||
| General line | $ | $ | $ | $ | |||||||||||||||||||
| Commodity | |||||||||||||||||||||||
| Engineered wood products | |||||||||||||||||||||||
| Wood Products (a) | |||||||||||||||||||||||
| LVL (b) | |||||||||||||||||||||||
| I-joists (b) | |||||||||||||||||||||||
| Other engineered wood products (b) | |||||||||||||||||||||||
| Plywood and veneer | |||||||||||||||||||||||
| Lumber | |||||||||||||||||||||||
| Byproducts | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
___________________________________
(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 nine months ended September 30, 2026 and 2025, approximately 76 % and 75 %, respectively, of Wood Products' EWP sales volumes were to our BMD segment.
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An analysis of our operations by segment is as follows:
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (thousands) | |||||||||||||||||||||||
| Building Materials Distribution | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| 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 | $ | $ | $ | $ | |||||||||||||||||||
| Wood Products | |||||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Materials, labor, and other operating expenses (excluding depreciation) (a) | |||||||||||||||||||||||
| Other segment items (b) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Segment income (loss) from operations | $ | $ | ( | $ | $ | ||||||||||||||||||
| Reconciliation of sales | |||||||||||||||||||||||
| Building Materials Distribution | $ | $ | $ | $ | |||||||||||||||||||
| Wood Products | |||||||||||||||||||||||
| Intersegment eliminations (c) | ( | ( | ( | ( | |||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Reconciliation of income (loss) | |||||||||||||||||||||||
| Building Materials Distribution | $ | $ | $ | $ | |||||||||||||||||||
| Wood Products | ( | ||||||||||||||||||||||
| Unallocated corporate costs (d) | ( | ( | ( | ( | |||||||||||||||||||
| Income from operations | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other unallocated items (e) | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
___________________________________
(a) Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our BMD segment are for inventory purchased for resale. "Materials, labor, and other operating expenses (excluding depreciation)" for our Wood Products segment are the costs associated with Wood Products' manufacturing processes, including wood fiber, labor, glues and resins, energy, operating supplies, maintenance materials, freight, and other manufacturing costs.
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(b) Other segment items for our BMD segment includes general and administrative expenses and other income (expense). Other segment items for our Wood Products segment includes selling and distribution expenses, general and administrative expenses, and other income (expense).
(c) Primarily represents intersegment sales from our Wood Products segment to our BMD segment.
(d) Unallocated corporate costs include corporate support staff services, and related assets and liabilities. Support services include, but are not limited to, information technology, human resources, finance, accounting, insurance and legal functions. For the nine months ended September 30, 2026, unallocated corporate costs includes $1.8 million of estimated insurance losses related to a fire at our Florien veneer and plywood facility. For both the three and nine months ended September 30, 2025, unallocated corporate costs include a $1.9
(e) Other unallocated items include foreign exchange gains and losses, pension expense (excluding service costs) and the change in fair value of interest rate swaps.
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (thousands) | |||||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Building Materials Distribution | $ | $ | |||||||||||||||||||||
| Wood Products | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total assets | $ | $ | |||||||||||||||||||||
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (thousands) | |||||||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||
| Building Materials Distribution (a) | $ | $ | $ | $ | |||||||||||||||||||
| Wood Products | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
___________________________________
(a) For the nine months ended September 30, 2026, capital expenditures for BMD is reported net of a $2.5 million promissory note, which partially funded the purchase of our previously leased distribution facility in Boise, Idaho.
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12. Commitments, Legal Proceedings and Contingencies, and Guarantees
Commitments
We are a party to a number of long-term log supply agreements that are discussed in Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business. As of September 30, 2026, there have been no material changes to the above commitments disclosed in the 2025 Form 10-K.
Legal Proceedings and Contingencies
We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, employment-related claims, and governmental investigations and audits, among others. 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.
Guarantees
We provide guarantees, indemnifications, and assurances to others. Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K describes the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of September 30, 2026, there have been no material changes to the guarantees disclosed in the 2025 Form 10-K.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Understanding Our Financial Information
This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and related notes in "Item 1. Financial Statements" of this Form 10-Q, as well as our 2025 Form 10-K. The following discussion includes statements regarding our expectations with respect to our future performance, liquidity, and capital resources. Such statements, along with any other non-historical statements in the discussion, are forward-looking. These forward-looking statements include, without limitation, any statement that may predict, indicate, or imply future results, performance, or achievements and may contain the words "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. All of these forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Item 1A. Risk Factors" in our 2025 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission (the SEC). We do not assume an obligation to update any forward-looking statement. Our future actual results may differ materially from those contained in or implied by any of the forward-looking statements in this Form 10-Q.
Background
Boise Cascade Company is a building products company headquartered in Boise, Idaho. As used in this Form 10-Q, the terms "Boise Cascade," "we," and "our" refer to Boise Cascade Company and its consolidated subsidiaries. Boise Cascade is a large, integrated building materials distributor and wood products manufacturer with widespread operations throughout the United States (U.S.) and one manufacturing facility in Canada. We have two reportable segments: (i) Building Materials Distribution (BMD), which is a wholesale distributor of building materials; and (ii) Wood Products, which primarily manufactures engineered wood products (EWP) and plywood. Our products are used in the construction of new residential housing, including single-family, multi-family, and manufactured homes, the repair-and-remodeling of existing housing, the construction of light industrial and commercial buildings, and other industrial applications. For more information, see Note 11, Segment Information, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.
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Executive Overview
We recorded income from operations of $55.8 million during the three months ended September 30, 2026, compared with income from operations of $32.3 million during the three months ended September 30, 2025. In our BMD segment, income decreased $3.0 million to $51.3 million for the three months ended September 30, 2026, from $54.3 million for the three months ended September 30, 2025. The decrease in segment income was driven by increased selling and distribution expenses of $6.9 million, offset partially by a gross margin increase of $3.6 million. The increase in gross margin was driven by higher gross margins on commodity products, offset partially by lower gross margins on general line products. In our Wood Products segment, we recorded income of $16.1 million for the three months ended September 30, 2026, compared with a $12.1 million segment loss for the three months ended September 30, 2025. The increase in segment income was primarily due to higher plywood sales prices and EWP sales volumes, offset partially by higher per-unit conversion costs. These changes are discussed further in "Our Operating Results" below.
We ended third quarter 2026 with $385.1 million of cash and cash equivalents and $395.1 million of undrawn committed bank line availability, for total available liquidity of $780.3 million. We had $452.5 million of outstanding debt at September 30, 2026. We used $92.1 million of cash during the nine months ended September 30, 2026, as cash provided by operations was offset by capital spending, share repurchases, and dividends paid on our common stock. A further description of our cash sources and uses for the nine-month comparative periods are discussed in "Liquidity and Capital Resources" below.
Demand for the products we purchase and distribute, as well as the products we manufacture, is driven primarily by new single-family residential construction, with additional demand generated by new multi-family residential construction, residential repair-and-remodeling, and light commercial activity. During the third quarter, high fuel prices and an inflation-driven increase in benchmark interest rates amplified the affordability challenges that have constrained the new home market throughout 2026. To compensate for a reduced pool of qualified homebuyers, homebuilders have pivoted toward build-to-order construction to better align housing starts with home sales and manage finished-home inventory. Activity levels in the fourth quarter are expected to exhibit typical seasonality and decelerate through the winter. Early industry projections for 2027 indicate that housing starts are expected to decline mid-single digits from 2026 levels. Beyond the near-term uncertainty, long-term residential construction fundamentals remain positive, supported by generational tailwinds and an undersupplied housing market. High homeowner equity, aging U.S. housing stock, and a growing preference among older adults to age in place support sustained growth in repair-and-remodeling spending and reinforce the industry’s underlying demand drivers.
Our distribution business, which purchases and resells a diverse range of products, may benefit from rising prices through increased sales and margins, while periods of declining prices may present challenges. Future product pricing, particularly for commodity products we distribute and manufacture, is expected to remain dynamic, influenced by economic and geopolitical conditions, duties and tariffs, input costs, industry operating rates, supply disruptions, transportation costs and availability, inventory levels, and seasonal demand patterns. Our ability to capture market share associated with recent supplier realignment is dependent upon effective execution of inventory load-in, and maintaining inventory positions sufficient to meet customer demand. Customer reliance on our distribution business increases during periods of market uncertainty, as customers respond to slowing sales with more conservative inventory practices, while greater demand certainty typically moderates this effect. We will continue to monitor end-market demand signals and align production rates and inventory stocking positions accordingly.
Factors That Affect Our Operating Results and Trends
Our results of operations and financial performance are influenced by a variety of factors, including the following:
•the commodity nature of a portion of our products and their price movements, which are driven largely by general economic conditions, industry capacity and operating rates, industry cycles that affect supply and demand, and net import and export activity;
•the highly competitive nature of our industry;
•declines in demand for our products due to competing technologies or materials, as well as changes in building code provisions;
•disruptions to information systems used to process and store customer, employee, and vendor information, as well as the technology that manages our operations and other business processes;
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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;
•product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers;
•the termination of the distribution relationship with our former composite decking supplier and our ability to execute a successful transition to our new third-party supplier for composite decking;
•the cost and availability of third-party transportation services used to deliver the goods we distribute and manufacture, as well as our raw materials;
•cost and availability of raw materials, particularly wood fiber;
•the need to successfully formulate and implement succession plans for key members of our management team;
•our ability to execute our organic growth and acquisition strategies efficiently and effectively;
•failures or delays with new or existing technology systems and software platforms;
•our ability to successfully pursue our long-term growth strategy related to innovation and digital technology;
•concentration of our sales among a relatively small group of customers, as well as the financial condition and creditworthiness of our customers;
•impairment of our long-lived assets, goodwill, and/or intangible assets;
•substantial ongoing capital investment costs, including those associated with organic growth and acquisitions, and the difficulty in offsetting fixed costs related to those investments;
•our indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs;
•restrictive covenants contained in our debt agreements;
•changes in or failure to comply with laws and regulations;
•changes in foreign trade policy, including the imposition of tariffs;
•compliance with data privacy and security laws and regulations;
•the impacts of climate change and related legislative and regulatory responses intended to reduce climate change;
•cost of compliance with government regulations, in particular, environmental regulations;
•exposure to product liability, product warranty, casualty, construction defect, and other claims;
•fluctuations in the market for our equity; and
•the other factors described in "Item 1A. Risk Factors" in our 2025 Form 10-K.
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Our Operating Results
The following tables set forth our operating results in dollars and as a percentage of sales for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (millions) | |||||||||||||||||||||||
| Sales | $ | 1,802.2 | $ | 1,667.8 | $ | 5,132.1 | $ | 4,944.4 | |||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Materials, labor, and other operating expenses (excluding depreciation) | 1,506.6 | 1,404.3 | 4,265.1 | 4,122.0 | |||||||||||||||||||
| Depreciation and amortization | 42.7 | 42.4 | 124.5 | 116.9 | |||||||||||||||||||
| Selling and distribution expenses | 172.7 | 165.1 | 497.0 | 470.5 | |||||||||||||||||||
| General and administrative expenses | 24.6 | 25.8 | 78.2 | 77.2 | |||||||||||||||||||
| Other (income) expense, net | (0.3) | (2.0) | (0.2) | (9.6) | |||||||||||||||||||
| 1,746.3 | 1,635.5 | 4,964.5 | 4,777.0 | ||||||||||||||||||||
| Income from operations | $ | 55.8 | $ | 32.3 | $ | 167.6 | $ | 167.4 | |||||||||||||||
| (percentage of sales) | |||||||||||||||||||||||
| Sales | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Materials, labor, and other operating expenses (excluding depreciation) | 83.6 | % | 84.2 | % | 83.1 | % | 83.4 | % | |||||||||||||||
| Depreciation and amortization | 2.4 | 2.5 | 2.4 | 2.4 | |||||||||||||||||||
| Selling and distribution expenses | 9.6 | 9.9 | 9.7 | 9.5 | |||||||||||||||||||
| General and administrative expenses | 1.4 | 1.5 | 1.5 | 1.6 | |||||||||||||||||||
| Other (income) expense, net | — | (0.1) | — | (0.2) | |||||||||||||||||||
| 96.9 | % | 98.1 | % | 96.7 | % | 96.6 | % | ||||||||||||||||
| Income from operations | 3.1 | % | 1.9 | % | 3.3 | % | 3.4 | % | |||||||||||||||
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Sales Volumes and Prices
Set forth below are historical U.S. housing starts data, sales mix and gross margin information for our BMD segment, and segment sales volumes and average net selling prices for the principal products sold by our Wood Products segment for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (thousands) | |||||||||||||||||||||||
| U.S. Housing Starts (a) | |||||||||||||||||||||||
| Single-family | 231.5 | 235.3 | 699.0 | 728.0 | |||||||||||||||||||
| Multi-family | 109.4 | 120.4 | 337.5 | 320.0 | |||||||||||||||||||
| 340.9 | 355.7 | 1,036.5 | 1,048.0 | ||||||||||||||||||||
| (thousands) | |||||||||||||||||||||||
| Segment Sales | |||||||||||||||||||||||
| Building Materials Distribution | $ | 1,669,465 | $ | 1,556,150 | $ | 4,755,907 | $ | 4,578,181 | |||||||||||||||
| Wood Products | 461,236 | 396,401 | 1,319,043 | 1,259,481 | |||||||||||||||||||
| Intersegment eliminations | (328,527) | (284,745) | (942,827) | (893,248) | |||||||||||||||||||
| Total sales | $ | 1,802,174 | $ | 1,667,806 | $ | 5,132,123 | $ | 4,944,414 | |||||||||||||||
| (percentage of BMD sales) | |||||||||||||||||||||||
| Building Materials Distribution | |||||||||||||||||||||||
| Product Line Sales | |||||||||||||||||||||||
| General line | 45.4 | % | 46.7 | % | 45.8 | % | 45.0 | % | |||||||||||||||
| Commodity | 36.6 | % | 34.2 | % | 35.6 | % | 35.0 | % | |||||||||||||||
| Engineered wood products | 18.0 | % | 19.1 | % | 18.6 | % | 20.0 | % | |||||||||||||||
| Gross margin percentage (b) | 14.3 | % | 15.1 | % | 14.6 | % | 15.1 | % | |||||||||||||||
| Wood Products | (millions) | ||||||||||||||||||||||
| Sales Volumes | |||||||||||||||||||||||
| Laminated veneer lumber (LVL) (cubic feet) | 5.4 | 4.6 | 15.3 | 14.7 | |||||||||||||||||||
| I-joists (equivalent lineal feet) | 59 | 53 | 172 | 170 | |||||||||||||||||||
| Plywood (sq. ft.) (3/8" basis) | 362 | 387 | 1,103 | 1,106 | |||||||||||||||||||
| Wood Products | (dollars per unit) | ||||||||||||||||||||||
| Average Net Selling Prices | |||||||||||||||||||||||
| LVL (cubic foot) | $ | 24.02 | $ | 24.03 | $ | 24.11 | $ | 25.12 | |||||||||||||||
| I-joists (1,000 equivalent lineal feet) | 1,676 | 1,684 | 1,684 | 1,775 | |||||||||||||||||||
| Plywood (1,000 sq. ft.) (3/8" basis) | 425 | 325 | 386 | 335 | |||||||||||||||||||
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(a) Actual U.S. housing starts as reported by the U.S. Census Bureau.
(b) We define gross margin as "Sales" less "Materials, labor, and other operating expenses (excluding depreciation)." Substantially all costs included in "Materials, labor, and other operating expenses (excluding depreciation)" for our BMD segment are for inventory purchased for resale. Gross margin percentage is gross margin as a percentage of segment sales.
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Sales
For the three months ended September 30, 2026, total sales increased $134.4 million, or 8%, to $1,802.2 million from $1,667.8 million during the three months ended September 30, 2025. For the nine months ended September 30, 2026, total sales increased $187.7 million, or 4%, to $5,132.1 million from $4,944.4 million for the same period in the prior year. As described below, the increase in sales in both periods was driven by the changes in sales prices and volumes for the products we distribute and manufacture, with single-family residential construction activity being the key demand driver for our sales. In third quarter 2026, total U.S. housing starts and single-family housing starts decreased 4% and 2%, respectively, compared with the same period in 2025. On a year-to-date basis through September 2026, total U.S. housing starts and single-family housing starts decreased 1% and 4%, respectively, compared to the same period in 2025. Average composite panel prices for the three and nine months ended September 30, 2026 were 14% higher and 2% 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 nine months ended September 30, 2026 were 25% and 9% higher, respectively, than in the same periods in the prior year, as reflected by Random Lengths composite lumber pricing.
Building Materials Distribution. Sales increased $113.3 million, or 7%, to $1,669.5 million for the three months ended September 30, 2026, from $1,556.2 million for the three months ended September 30, 2025. The overall increase in sales was driven by net sales price and net sales volume increases of 5% and 2%, respectively. By product line, general line product sales increased 4%, or $31.0 million; commodity sales increased 15%, or $78.8 million; and EWP sales (substantially all of which are sourced through our Wood Products segment) increased 1%, or $3.5 million.
During the nine months ended September 30, 2026, sales increased $177.7 million, or 4%, to $4,755.9 million from $4,578.2 million for the same period in the prior year. The overall increase in sales was driven by increases of 2% for both net sales prices and net sales volumes. By product line, general line product sales increased 6%, or $118.8 million; commodity sales increased 6%, or $93.5 million; and sales of EWP decreased 4%, or $34.6 million.
Wood Products. Sales, including sales to our BMD segment, increased $64.8 million, or 16%, to $461.2 million for the three months ended September 30, 2026, from $396.4 million for the three months ended September 30, 2025. The increase in sales was driven by higher plywood sales prices of 31%, resulting in increased sales of $36.2 million. In addition, higher sales volumes for LVL and I-joists (collectively referred to as EWP) of 18% and 10%, respectively, resulted in increased sales of $19.8 million and $9.2 million, respectively. These increases were offset partially by lower plywood sales volumes of 7%, resulting in decreased sales of $8.2 million. EWP sales prices were consistent with the same period in the prior year.
For the nine months ended September 30, 2026, sales, including sales to our BMD segment, increased $59.6 million, or 5%, to $1,319.0 million from $1,259.5 million for the same period in the prior year. The increase in sales was driven by higher plywood sales prices of 15%, resulting in increased sales of $56.3 million. In addition, sales volumes for LVL and I-joists increased 4% and 1%, respectively, resulting in increased sales of $15.9 million and $2.9 million, respectively. These increases were offset partially by lower I-joist and LVL sales prices of 5% and 4%, respectively, resulting in decreased sales of $31.0 million. Plywood sales volumes were consistent with the same period in the prior year.
Costs and Expenses
Materials, labor, and other operating expenses (excluding depreciation) increased $102.3 million, or 7%, to $1,506.6 million for the three months ended September 30, 2026, compared with $1,404.3 million during the same period in the prior year. In BMD, the increase in materials, labor, and other operating expenses was driven by increased prices for products purchased for resale, as well as higher sales volumes compared with third quarter 2025. Materials, labor, and other operating expenses as a percentage of sales (MLO rate) in our BMD segment increased 80 basis points, driven by lower margin percentages on general line products, offset partially by higher margin percentages on commodity products. Our MLO rate was also impacted by an increased proportion of sales attributed to commodity products, which have lower margins than general line products and EWP. In our Wood Products segment, materials, labor, and other operating expenses increased primarily due to higher labor and other conversion costs, higher EWP sales volumes, and higher costs of glues and resins compared with third quarter 2025. However, the MLO rate in our Wood Products segment decreased by 530 basis points, primarily as the result of higher plywood sales prices and higher EWP sales volumes.
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For the nine months ended September 30, 2026, materials, labor, and other operating expenses (excluding depreciation) increased $143.2 million, or 3%, to $4,265.1 million, compared with $4,122.0 million in the same period in the prior year. In BMD, the increase in materials, labor, and other operating expenses was driven by increased prices for products purchased for resale, as well as higher sales volumes compared with the first nine months of 2025. The BMD segment MLO rate increased 50 basis points, driven by lower margin percentages on general line products, offset partially by higher margin percentages on commodity products. In our Wood Products segment, materials, labor, and other operating expenses increased primarily due to higher labor and other conversion costs, as well as higher costs of glues and resins. These increases were offset partially by lower costs of OSB compared with the first nine months of 2025. However, the MLO rate in our Wood Products segment decreased by 260 basis points, primarily as the result of higher plywood sales prices.
Depreciation and amortization expense increased $0.4 million, or 1%, to $42.7 million for the three months ended September 30, 2026, compared with $42.4 million during the same period in the prior year. For the nine months ended September 30, 2026, these expenses increased $7.6 million, or 6%, to $124.5 million, compared with $116.9 million in the same period in the prior year. The increase in both periods was primarily due to recent investments in support of our EWP capabilities in our Wood Products segment, as well as organic growth and a fourth quarter 2025 acquisition in our BMD segment.
Selling and distribution expenses increased $7.6 million, or 5%, to $172.7 million for the three months ended September 30, 2026, compared with $165.1 million during the same period in the prior year. The increase was due primarily to higher shipping and handling costs of $6.9 million, as well as higher employee-related expenses of $2.6 million. For the nine months ended September 30, 2026, selling and distribution expenses increased $26.4 million, or 6%, to $497.0 million, compared with $470.5 million during the same period in 2025. The increase was primarily a result of higher shipping and handling costs of $15.4 million, as well as higher employee-related expenses of $13.1 million.
General and administrative expenses decreased $1.2 million, or 4%, to $24.6 million for the three months ended September 30, 2026, compared with $25.8 million for the same period in the prior year. The decrease was due primarily to lower professional fees, offset partially by higher incentive compensation expense. For the nine months ended September 30, 2026, general and administrative expenses increased $0.9 million, or 1%, to $78.2 million, compared with $77.2 million during the same period in 2025. The increase was due primarily to higher employee-related expenses and incentive compensation expense, offset partially by lower professional fees.
For the three months ended September 30, 2025, other (income) expense, net was $2.0 million of income, primarily resulting from a settlement gain associated with a fire at our BMD Phoenix location in second quarter 2021. For the nine months ended September 30, 2025, other (income) expense, net was $9.6 million of income, primarily related to gains on the sale of non-operating properties in our Wood Products and BMD segments in second quarter 2025, as well as the settlement gain discussed above.
Income From Operations
Income from operations increased $23.5 million to $55.8 million for the three months ended September 30, 2026, compared with $32.3 million for the three months ended September 30, 2025. Income from operations increased $0.2 million to $167.6 million for the nine months ended September 30, 2026, compared with $167.4 million for the nine months ended September 30, 2025.
Building Materials Distribution. Segment income decreased $3.0 million to $51.3 million for the three months ended September 30, 2026, from $54.3 million for the three months ended September 30, 2025. The decrease in segment income was driven by increased selling and distribution expenses of $6.9 million, offset partially by a gross margin increase of $3.6 million. The increase in gross margin was driven by higher gross margins on commodity products, offset partially by lower gross margins on general line products.
For the nine months ended September 30, 2026, segment income decreased $26.4 million to $154.3 million from $180.7 million for the nine months ended September 30, 2025. The decrease in segment income was driven by increased selling and distribution expenses and depreciation and amortization expense of $25.8 million and $2.7 million, respectively. These decreases in segment income were offset partially by a gross margin increase of $6.4 million, resulting from higher gross margins on commodity products, which were offset partially by lower gross margins on EWP and general line products.
Wood Products. For the three months ended September 30, 2026, segment income was $16.1 million, compared with segment loss of $12.1 million for the three months ended September 30, 2025. The increase in segment income was primarily due to higher plywood sales prices and EWP sales volumes, offset partially by higher per-unit conversion costs.
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For the nine months ended September 30, 2026, segment income increased $30.6 million to $50.2 million from $19.6 million for the nine months ended September 30, 2025. The increase in segment income was primarily due to higher plywood sales prices and sales volumes, higher EWP sales volumes, and lower per-unit OSB costs. These increases in segment income were offset partially by lower EWP sales prices and higher per-unit conversion costs.
Corporate. Unallocated corporate expenses increased $1.6 million to $11.5 million for the three months ended September 30, 2026, from $9.9 million for the same period in the prior year. The increase was primarily due to a $1.9 million settlement gain recognized in third quarter 2025, which reduced expenses in the prior-year period. For the nine months ended September 30, 2026, unallocated corporate expenses increased $4.0 million to $37.0 million from $33.0 million for the nine months ended September 30, 2025. The increase was primarily due to the absorption of approximately $1.8 million of estimated insurance losses related to a fire at our Florien veneer and plywood facility in first quarter 2026 under our self-insured risk retention program, as well as the $1.9 million settlement gain in 2025, which reduced expenses in the prior-year period.
Other
Interest Income. Interest income decreased $2.1 million to $2.1 million for the three months ended September 30, 2026, from $4.2 million for the same period in the prior year. For the nine months ended September 30, 2026, interest income decreased $7.1 million to $7.2 million from $14.3 million for the nine months ended September 30, 2025. The decrease in both periods was due primarily to lower average balances of cash equivalents, as well as lower interest rates.
Income Tax Provision
For the three and nine months ended September 30, 2026, we recorded $14.4 million and $42.2 million, respectively, of income tax expense and had an effective tax rate of 28.4% and 27.5%, respectively. For the three and nine months ended September 30, 2025, we recorded $9.1 million and $41.5 million, respectively, of income tax expense and had an effective tax rate of 29.5% and 25.1%, respectively. For all periods, the primary reason for the difference between the federal statutory income tax rate of 21% and the effective tax rate was the effect of state taxes. In addition, our effective tax rates during the three months ended September 30, 2026 and 2025 were adversely impacted because permanent tax differences had a greater effect relative to the lower levels of pre-tax book income during those periods.
Liquidity and Capital Resources
We ended third quarter 2026 with $385.1 million of cash and cash equivalents and $452.5 million of debt. At September 30, 2026, we had $780.3 million of available liquidity (cash and cash equivalents and undrawn committed bank line availability). Our cash and cash equivalents decreased by $92.1 million during the nine months ended September 30, 2026, as cash provided by operations was offset by capital spending, share repurchases, and dividends paid on our common stock. Further descriptions of our cash sources and uses for the nine-month comparative periods are noted below.
We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations, working capital, income tax payments, and to pay cash dividends to holders of our common stock over the next 12 months. We expect to fund our seasonal and intra-month working capital requirements in the remainder of 2026 from cash on hand and, if necessary, borrowings under our revolving credit facility.
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Sources and Uses of Cash
We generate cash primarily from sales of our products, as well as short-term and long-term borrowings. Our primary uses of cash are for expenses related to the distribution and manufacture of building products, including inventory purchased for resale, wood fiber, labor, energy, and glues and resins. In addition to paying for ongoing operating costs, we use cash to invest in our business, service our debt and lease obligations, and return cash to our stockholders through dividends or common stock repurchases. Below is a discussion of our sources and uses of cash for operating activities, investing activities, and financing activities.
| Nine Months Ended September 30 | |||||||||||
| 2026 | 2025 | ||||||||||
| (thousands) | |||||||||||
| Net cash provided by operations | $ | 146,321 | $ | 123,132 | |||||||
| Net cash used for investment | (89,596) | (176,396) | |||||||||
| Net cash used for financing | (148,792) | (148,226) | |||||||||
Operating Activities
For the nine months ended September 30, 2026, our operating activities generated $146.3 million of cash, compared with $123.1 million of cash generated during the same period in 2025. The $23.2 million increase in cash provided by operations was due to a lesser year-over-year increase in working capital, as well as a $11.6 million decrease in cash paid for taxes, net of refunds, compared to the same period in 2025. Working capital increased $113.8 million during the nine months ended September 30, 2026, compared with a $122.8 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 26% and 15%, comparing sales for the months of September 2026 and 2025 with sales for the months of December 2025 and 2024, respectively. Inventories increased during the nine months ended September 30, 2026 due to seasonally higher inventory purchases in our BMD segment for the summer building season, increased prices resulting in higher inventory valuations, as well as load-in of inventory related to our previously announced supplier transition. During the nine months ended September 30, 2025, inventories increased due to seasonally higher inventory purchases in our BMD segment for the summer building season, as well as expansions at some of our BMD facilities. During the nine months ended September 30, 2026, the increase in accounts payable and accrued liabilities was related to the increase in inventories, and an increase in accrued employee incentive compensation. During the nine months ended September 30, 2025, the increase in accounts payable and accrued liabilities was primarily related to the increase in inventories and extended terms offered by certain BMD vendors, offset partially by lower accrued employee incentive compensation and employee incentive compensation payouts made during the period.
Investment Activities
During the nine months ended September 30, 2026 and 2025, we used $90.4 million and $187.4 million, respectively, of cash for purchases of property and equipment, including replacement and expansion projects, business improvement and quality/efficiency projects, and ongoing environmental compliance. During the nine months ended September 30, 2025, we received proceeds of $11.1 million from the sale of assets.
Excluding potential acquisitions, we expect capital expenditures in 2026 to total approximately $120 million to $140 million. This level of capital expenditures could increase or decrease as a result of several factors, including availability of engineering and construction resources and timing and availability of equipment purchases.
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Financing Activities
During the nine months ended September 30, 2026, our financing activities used $148.8 million of cash, including $112.8 million for the repurchase of 1,466,250 shares of our common stock, $26.1 million in common stock dividend payments, and $6.2 million of tax withholding payments on stock-based awards. During the nine months ended September 30, 2026, non-cash investing and financing activities included the issuance of a $2.5 million promissory note to partially finance a property purchase. During the nine months ended September 30, 2026, we did not borrow under our revolving credit facility. At September 30, 2026, we had $50.0 million of borrowings outstanding under the revolving credit facility.
During the nine months ended September 30, 2025, our financing activities used $148.2 million of cash, including $111.0 million for the repurchase of 1,128,752 shares of our common stock, $26.6 million in common stock dividend payments, and $5.9 million of tax withholding payments on stock-based awards. On April 14, 2025, we entered into a credit agreement for a $450.0 million revolving credit facility which matures on April 12, 2030. At closing, $50.0 million under the facility was borrowed. Proceeds from the facility were used to repay the $50.0 million term loan under the asset-based revolving credit facility.
For more information related to our debt transactions and structure, our dividend policy, and our stock repurchase program, see the discussion in Note 6, Debt, and Note 9, Stockholders' Equity, respectively, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" of this Form 10-Q.
Other Material Cash Requirements
For information about other material cash requirements, see Liquidity and Capital Resources in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K. As of September 30, 2026, there have been no material changes in other material cash requirements outside the ordinary course of business since December 31, 2025.
Guarantees
Note 8, Debt, and Note 16, Commitments, Legal Proceedings and Contingencies, and Guarantees, of the Notes to Consolidated Financial Statements in "Item 8. Financial Statements and Supplementary Data" in our 2025 Form 10-K describe the nature of our guarantees, including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees, and the maximum potential undiscounted amounts of future payments we could be required to make. As of September 30, 2026, there have been no material changes to the guarantees disclosed in our 2025 Form 10-K.
Seasonal Influences
We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors impacting the level of construction activity. These seasonal factors are common in the building products industry. Seasonal changes in levels of building activity affect our building products businesses, which are dependent on housing starts, repair-and-remodeling activities, and light commercial construction activities. Demand typically rises in the spring and summer months as favorable weather and increased building and remodeling projects boost sales volumes. In contrast, the winter months during the first and fourth quarters generally bring lower sales due to reduced construction activity and higher operating costs, particularly for energy. We also adjust our working capital ahead of the peak building season to ensure product availability. These seasonal trends impact our sales, expenses and operational planning throughout the year.
Employees
As of October 25, 2026, we had approximately 7,760 employees. Approximately 17% of these employees work pursuant to collective bargaining agreements. As of October 25, 2026, we had nine collective bargaining agreements. One agreement covering approximately 80 employees at our Canadian EWP facility is set to expire on December 31, 2026. The terms and conditions of this agreement will remain in effect after expiration, pending negotiation of a new agreement.
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We may not be able to renew this agreement or may renew it on terms that are less favorable to us than the current agreement. If any of these agreements are not renewed or extended upon their termination, or additional collective bargaining agreements are formed, we could experience a material labor disruption, strike, or significantly increased labor costs at one or more of our facilities, either in the course of negotiations of a labor agreement or otherwise. Labor disruptions or shortages could prevent us from meeting customer demands or result in increased costs, thereby reducing our sales and profitability.
Disclosures of Financial Market Risks
In the normal course of business, we are exposed to financial risks such as changes in commodity prices, interest rates, and foreign currency exchange rates. As of September 30, 2026, there have been no material changes to financial market risks disclosed in our 2025 Form 10-K.
Environmental
As of September 30, 2026, there have been no material changes to environmental issues disclosed in our 2025 Form 10-K. For additional information, see Environmental in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K.
Critical Accounting Estimates
Critical accounting estimates are those that are most important to the portrayal of our financial condition and results. These estimates require management's most difficult, subjective, or complex judgments, often as a result of the need to estimate matters that are inherently uncertain. We review the development, selection, and disclosure of our critical accounting estimates with the Audit Committee of our board of directors. For information about critical accounting estimates, see Critical Accounting Estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K. At September 30, 2026, there have been no material changes to our critical accounting estimates from those disclosed in our 2025 Form 10-K.
New and Recently Adopted Accounting Standards
For information related to new and recently adopted accounting standards, see New and Recently Adopted Accounting Standards in Note 2, Summary of Significant Accounting Policies, of the Condensed Notes to Unaudited Quarterly Consolidated Financial Statements in "Item 1. Financial Statements" in this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For information relating to quantitative and qualitative disclosures about market risk, see the discussion under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and under the headings Disclosures of Financial Market Risks and Financial Instruments in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K. As of September 30, 2026, there have been no material changes in our exposure to market risk from those disclosed in our 2025 Form 10-K.
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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 September 30, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are a party to legal proceedings that arise in the ordinary course of our business, including commercial liability claims, premises claims, environmental claims, employment-related claims, and governmental investigations and audits, among others. As of the date of this filing, we do not believe that we are party to any legal action that could reasonably be expected to have, individually or in the aggregate, a material adverse effect on our financial position, results of operations, or cash flows.
SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, we use a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required.
ITEM 1A. RISK FACTORS
This report on Form 10-Q contains forward-looking statements. Statements that are not historical or current facts, including statements about our expectations, anticipated financial results, projected capital expenditures, and future business prospects, are forward-looking statements. You can identify these statements by our use of words such as "may," "will," "expect," "believe," "should," "plan," "anticipate," and other similar expressions. You can find examples of these statements throughout this report, including "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." We cannot guarantee that our actual results will be consistent with the forward-looking statements we make in this report. You should review carefully the risk factors listed in "Item 1A. Risk Factors" in our 2025 Form 10-K, as well as those factors listed in other documents we file with the Securities and Exchange Commission and the risk factor below. We do not assume an obligation to update any forward-looking statement.
Product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers could affect our financial health.
Our ability to offer a wide variety of products to our BMD customers is dependent upon our ability to obtain adequate product supply from manufacturers and other suppliers. In the case of the general line products that we distribute, brand preference and product performance characteristics can have a high degree of influence on our customers' purchasing decisions. In addition, although we have agreements with many of our suppliers, such agreements are generally terminable by either party on relatively short notice. On July 13, 2026, the Company received a notice of termination of the commercial distribution relationship with our primary composite decking supplier. Effective July 31, 2026, the Company entered into an agreement with another supplier of composite decking products that is intended to serve as our sole composite decking offering to our customers. Such a transition can be complex and may not be executed successfully or on our expected timeline. During the transition, we may experience a disruption in product availability, longer lead times, and reduced ability to fulfill customer orders. In addition, we anticipate some customers will shift purchases to competitors to retain access to our former composite decking offering which may result in the loss of certain customer relationships that may be difficult to recover. As a result, our sales and profitability could be impacted during the transition. The supplier transition may also require us to offer discounts to liquidate inventory or record inventory write-offs or reserves if we are unable to sell such products at expected prices or within anticipated timeframes. Further, differences in product specifications, performance characteristics, or product quality may increase the risk of customer dissatisfaction, customer loss, higher return rates, and reputational harm. As such, the supplier transition could adversely impact our financial condition, operating results, and cash flows.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On October 30, 2025, our board of directors approved a share repurchase authorization of $300.0 million of our outstanding common stock, excluding applicable fees and taxes. Share repurchases may be made on an opportunistic basis, through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws. We are not obligated to purchase any shares and there is no set date that the share repurchase program will expire. Our board of directors, at its discretion, may increase or decrease the amount authorized or terminate the share repurchase program at any time.
Set forth below is information with respect to the purchases of our common stock during the third quarter ended September 30, 2026:
| Total Number of Shares Purchased | Average Price Paid per Share (exclusive of applicable fees and taxes) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||
| July 1, 2026 - July 31, 2026 | 37,871 | $ | 73.61 | 37,871 | $ | 127,601,926 | |||||||||||||||||
| August 1, 2026 - August 31, 2026 | — | — | — | 127,601,926 | |||||||||||||||||||
| September 1, 2026 - September 30, 2026 | 23,564 | 74.83 | 23,564 | 125,838,686 | |||||||||||||||||||
| Total | 61,435 | $ | 74.08 | 61,435 | $ | 125,838,686 | |||||||||||||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2026, none of Boise Cascade's directors or officers adopted terminated
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ITEM 6. EXHIBITS
| Number | Description | |||||||
31.1 | CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
31.2 | CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
32.1 | CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
32.2 | CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
| 101.INS | Inline XBRL Instance Document | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BOISE CASCADE COMPANY | ||||||||
| /s/ Kelly E. Hibbs | ||||||||
| Kelly E. Hibbs Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
Date: November 2, 2026
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