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BlueLinx (BXC) Insider Filing: Performance RSUs Vest, Shares Withheld for Taxes

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Michael Wilson, Chief Commercial Officer of BlueLinx Holdings Inc. (BXC), reported equity changes on Form 4 showing the vesting and conversion of restricted stock units on 08/13/2025. 553 performance-based restricted stock units vested and converted into 553 shares; 553 of those shares were withheld to satisfy tax withholding. Separately, 4,347 time-based restricted stock units remain outstanding and will vest in three equal annual installments beginning 06/06/2026, with vested shares delivered within 30 days of each vesting date. The filing was signed on 08/15/2025 by an attorney-in-fact.

Positive

  • None.

Negative

  • None.

Insights

TL;DR Routine vesting and tax withholding of RSUs; no new cash transactions or option exercises reported.

The report documents the conversion of 553 performance-based restricted stock units into common shares and the withholding of those same 553 shares for taxes. It also shows 4,347 time-based RSUs outstanding that vest in equal annual tranches starting 06/06/2026. These are standard executive compensation mechanics and do not indicate additional purchases or sales by the reporting person.

TL;DR Disclosure reflects board-certified performance vesting and standard delivery schedule for time-based awards.

The Human Capital and Compensation Committee certified achievement of performance criteria for awards granted on 06/30/2022, resulting in conversion on 08/13/2025. Tax withholding was effected by share retention. Time-based RSUs have defined vesting dates and delivery timelines. This filing is a routine disclosure under Section 16 and does not, by itself, signal governance changes.

Insider Wilson Michael
Role Chief Commercial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 553 $0.00 --
Exercise Common Stock 553 $0.00 --
Tax Withholding Common Stock 236 $78.72 $19K
holding Restricted Stock Units -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 4,232 shares (Direct)
Footnotes (1)
  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. Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. common stock. These shares were withheld to cover tax withholding obligations when 553 performance-based restricted stock units vested on August 13, 2025. 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.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Wilson Michael
(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)
Chief Commercial Officer
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 553(1) A (2) 4,232 D
Common Stock 08/13/2025 F 236(3) A $78.72 3,996 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 Units (2) 08/13/2025 M 553 (1) (1) Common Stock 553 $0 0 D
Restricted Stock Units (2) (4) (4) Common Stock 4,347 4,347 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 553 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.
/s/ Christin Lumpkin, as attorney-in-fact for Michael Wilson 08/15/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Michael Wilson report on the Form 4 for BXC?

He reported conversion of 553 performance-based RSUs into 553 shares on 08/13/2025 and 4,347 time-based RSUs outstanding.

How many shares were withheld for taxes in this filing?

553 shares were withheld to satisfy tax withholding obligations when the performance-based RSUs vested on 08/13/2025.

When do the time-based restricted stock units vest?

They vest in three equal annual installments beginning 06/06/2026, with vested shares delivered no later than 30 days after each vesting date.

When were the performance-based RSUs originally granted and certified?

The performance-based RSUs were granted on 06/30/2022 and achievement was certified by the Human Capital and Compensation Committee on 08/13/2025.

Who signed the Form 4 and when?

The form was signed by Christin Lumpkin as attorney-in-fact for Michael Wilson on 08/15/2025.