BlueLinx (BXC) CEO RSUs Convert to Shares; Tax Withholding Reported

Rhea-AI Filing Summary

BlueLinx Holdings Inc. (BXC) insider transaction summary: Shyam K. Reddy, President and CEO, had 701 performance-based restricted stock units convert to 701 shares of common stock on 08/13/2025 after the Human Capital and Compensation Committee certified achievement of the related performance criteria. To satisfy tax withholding obligations, 313 shares were withheld at $78.72 per share, leaving the reporting person with 44,084 shares beneficially owned following the transaction. The filing also reports outstanding time-based restricted stock units totaling 41,627 units across multiple grants that vest in future installments under stated schedules.

Positive

• 701 performance-based RSUs vested after committee certification, demonstrating achievement of performance criteria
• Reporting person retains 44,084 shares following withholding, indicating continued executive ownership
• Time-based RSU grants totaling 41,627 units remain outstanding with defined vesting schedules, supporting retention incentives

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine, committee-certified performance award vested and was partially withheld for taxes; this is a standard insider compensation event.

The conversion of 701 performance-based RSUs into shares following committee certification is a governance confirmation that performance metrics were met. The partial withholding of 313 shares at $78.72 reflects tax-remittance mechanics rather than a market sale. The report discloses the CEO's ongoing equity exposure of approximately 44,084 shares and multiple time-based RSU tranches (25,976; 5,411; 10,240) that will vest on defined future dates, indicating continued management alignment with shareholder interests.

Compensation Analyst

TL;DR: Performance RSUs vested as certified; withholding satisfied tax obligations; remaining RSU schedule preserves future retention incentives.

The filing documents the outcome of a performance-based award granted June 30, 2022 that vested on 08/13/2025. The mechanics show conversion of RSUs to shares with 313 shares withheld to meet tax obligations at an indicated price of $78.72. Time-based RSUs totaling 41,627 units remain outstanding with staggered vesting dates, which maintains future retention incentives for the reporting person. Overall, this is a standard compensation realization and withholding event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Reddy Shyam K.

(Last) (First) (Middle)

1950 SPECTRUM CIRCLE

(Street)

MARIETTA GA 30067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BlueLinx Holdings Inc. [ BXC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/13/2025		M		701(1)	A	(2)	44,397	D
Common Stock	08/13/2025		F		313(3)	D	$78.72	44,084	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock	(2)	08/13/2025		M			701	(1)	(1)	Common Stock	701	$0	0	D
Restricted Stock	(2)							(4)	(4)	Common Stock	25,976		25,976	D
Restricted Stock Units	(2)							(5)	(5)	Common Stock	5,411		5,411	D
Restricted Stock Units	(2)							(6)	(6)	Common Stock	10,240		10,240	D

Explanation of Responses:

1. Represents the conversion of performance-based restricted stock units that vested on August 13, 2025. These performance-based restricted stock units were granted on June 30, 2022, and achievement of the related performance criteria was certified by the Human Capital and Compensation Committee of the Board of Directors on August 13, 2025.

2. Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. common stock.

3. These shares were withheld to cover tax withholding obligations when 701 performance-based restricted stock units vested on August 13, 2025.

4. These are time-based restricted stock units that vest in three equal annual installments commencing on June 6, 2026. Vested shares will be delivered to the reporting person no later than 30 days after each vesting date.

5. These are time-based restricted stock units that vest in three equal annual installments, with the first installment vesting on June 7, 2024. Vested shares will be delivered to the reporting person no later than 30 days after each vesting date.

6. These are time-based restricted stock units that vest in three equal annual installments, with the first installment vesting on June 7, 2025. Vested shares will be delivered to the reporting person no later than 30 days after each vesting date.

	/s/ Christin Lumpkin, as attorney-in-fact for Shyam K. Reddy	08/15/2025
	** Signature of Reporting Person	Date
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FAQ

What happened in the BXC Form 4 filed for Shyam K. Reddy?

The filing shows 701 performance-based RSUs vested on 08/13/2025, 313 shares were withheld for taxes at $78.72, leaving 44,084 shares beneficially owned.

Why were 313 shares disposed of in the Form 4 for BXC?

The 313 shares were withheld to cover tax withholding obligations when 701 performance-based RSUs converted to shares on 08/13/2025.

How many unvested time-based RSUs does the reporting person have for BXC?

The Form 4 discloses time-based RSUs totaling 25,976, 5,411, and 10,240 units under different grant schedules.

When did the performance-based RSUs that vested originate?

The performance-based restricted stock units were granted on June 30, 2022 and were certified as achieved on August 13, 2025.

Who signed the Form 4 for Shyam K. Reddy and when was it dated?

The form is signed /s/ Christin Lumpkin, as attorney-in-fact for Shyam K. Reddy and dated 08/15/2025.