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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 31, 2025
BlueLinx Holdings Inc.
(Exact name of registrant as specified
in its charter)
| Delaware |
|
001-32383 |
|
77-0627356 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
| 1950
Spectrum Circle, Suite 300, Marietta, Georgia |
|
30067 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number,
including area code (770) 953-7000
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
BXC |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On
October 31, 2025, BlueLinx Corporation (“OpCo”), a Georgia corporation and a wholly owned subsidiary of BlueLinx Holdings
Inc., a Delaware corporation (the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”)
with Disdero Lumber Co., LLC, an Oregon limited liability company (“Disdero”), and Tumac Lumber Co., Inc., a Washington corporation
and the sole member of Disdero (“Tumac”). Disdero is engaged in the business of wholesale distribution of premium specialty
building materials.
Under the Purchase Agreement, OpCo acquired all of the issued and outstanding
membership interests of Disdero from Tumac for an aggregate purchase price of approximately $96 million, on a debt-free, cash-free basis,
subject to customary post-closing adjustments in respect of net working capital, cash, transaction expenses and indebtedness. As a result
of the acquisition, Disdero became a direct wholly owned subsidiary of OpCo, and an indirect wholly owned subsidiary of the Company.
The Purchase Agreement contains customary covenants and agreements,
as well as representations and warranties regarding Disdero, its assets and its business. The Purchase Agreement also contains certain
limited indemnification provisions. The acquisition was financed using cash on hand.
The foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 10.1 hereto and incorporated
by reference herein. The Purchase Agreement contains usual and customary representations and warranties that the parties to such agreement
made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes
of the Purchase Agreement among the parties, and may be subject to important qualifications and limitations agreed to by the parties in
connection with negotiating the terms of such agreement. Moreover, the representations and warranties are subject to a contractual standard
of materiality that may be different from what may be viewed as material to stockholders, and the representations and warranties may have
been used for the purpose of allocating risk between the parties rather than establishing matters as facts.
| Item 7.01 | Regulation FD Disclosure. |
On November 3, 2025, the Company issued a press release announcing
its entry into the Purchase Agreement and the acquisition of Disdero pursuant thereto. A copy of the press release is attached as Exhibit
99.1 hereto and is incorporated into this Item 7.01 by reference.
The information included in this Item 7.01, as well as Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
The following exhibits are attached with this Current Report on Form
8-K:
| Exhibit No. |
Exhibit Description |
| 10.1 | Equity Purchase Agreement, dated October 31, 2025, by and among BlueLinx Corporation, Tumac Lumber Co., Inc. and Disdero Lumber Co.,
LLC* |
| 99.1 | Press Release, dated November 3, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedules and exhibits have been omitted pursuant to Item 601
(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request |
SIGNATURE
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 hereunto duly authorized.
| |
BlueLinx Holdings
Inc. |
| |
|
| Dated: November
3, 2025 |
By: |
/s/
C. Kelly Wall |
| |
|
C. Kelly Wall |
| |
|
Chief Financial Officer |
