Form 8-K

8-K — BOISE CASCADE Co

Accession: 0001328581-26-000015

Filed: 2026-05-04

Period: 2026-04-30

CIK: 0001328581

SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)

Item: Results of Operations and Financial Condition

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — bcc-20260430.htm (Primary)

EX-99.1 — EARNINGS RELEASE (bccexhibit9913312026.htm)

EX-99.2 — QUARTERLY STATISTICAL INFORMATION (bccexhibit9923312026.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bcc-20260430.htm · Sequence: 1

bcc-20260430

0001328581false00013285812026-04-302026-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 30, 2026

BOISE CASCADE COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-35805

20-1496201

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1111 West Jefferson Street, Suite 300

Boise, Idaho 83702-5389

(Address of principal executive offices) (Zip Code)

(208) 384-6161

(Registrant’s telephone number, including area code)

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:

☐ 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, $0.01 par value per share BCC 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 2.02 Results of Operations and Financial Condition.

On May 4, 2026, Boise Cascade Company ("Boise Cascade" or the "Company") issued a press release announcing its first quarter 2026 financial results, a copy of which is furnished as Exhibit 99.1 to this Report on Form 8-K. Additionally, Exhibit 99.2, a copy of which is attached hereto, includes certain statistical information related to the Company's quarterly performance.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)Annual Shareholders' Meeting.

The annual shareholders' meeting of the Company was held via webcast on April 30, 2026. The matters submitted to a vote of the Company’s shareholders at the Company’s annual meeting are set forth in clause (b) below and are described in detail in the Company’s definitive 2026 Notice of Annual Meeting of Shareholders and Proxy Statement (the “Proxy Statement”).

(b)Voting Results.

Proposal No. 1 - Election of Ten Directors

Shareholders elected ten directors: Steven Cooper, Craig Dawson, Karen Gowland, Amy Humphreys, Nate Jorgensen, Kristopher Matula, Duane McDougall, Christopher McGowan, Jeff Strom, and Sue Taylor, each to serve a one-year term expiring at the Company’s annual meeting in 2027. The final voting results with respect to each director-nominee are set forth below:

Nominee For Against Abstain Broker Non-Votes

Steven Cooper 30,775,322 513,176 10,958 1,146,413

Craig Dawson 31,039,950 248,087 11,419 1,146,413

Karen Gowland 30,219,282 1,068,844 11,330 1,146,413

Amy Humphreys 31,016,691 271,334 11,431 1,146,413

Nate Jorgensen 30,656,537 631,557 11,362 1,146,413

Kristopher Matula 30,776,586 510,927 11,943 1,146,413

Duane McDougall 30,417,893 869,951 11,612 1,146,413

Christopher McGowan 30,639,898 648,369 11,189 1,146,413

Jeff Strom 31,045,373 242,802 11,281 1,146,413

Sue Taylor 31,047,548 240,365 11,543 1,146,413

Proposal No. 2 - Advisory Vote on Frequency of Advisory Vote Regarding Executive Compensation

The nonbinding advisory proposal regarding the frequency with which shareholders will vote to approve, on a nonbinding advisory basis, the overall executive compensation policies and procedures employed by the Company as described in the Proxy statement, was approved as an annual voting item. The final voting results are set forth below:

1 Year 2 Years 3 Years Abstain

28,968,335 9,198 2,304,604 17,319

Proposal No. 3 - Advisory Vote to Approve Executive Compensation

The nonbinding advisory proposal to approve the compensation of our named executive officers as described in the Proxy Statement was approved. The final voting results are set forth below:

For Against Abstain Broker Non-Votes

30,375,119 891,993 32,344 1,146,413

Proposal No. 4 - Ratification of Independent Accountant for 2026

The proposal requesting ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was approved. The final voting results are set forth below:

For Against Abstain

31,660,869 757,788 27,212

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished as part of this Report on Form 8-K:

Exhibit Description

99.1

Boise Cascade Company Earnings Release dated May 4, 2026.

99.2

Boise Cascade Company Quarterly Statistical Information.

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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.

BOISE CASCADE COMPANY

By /s/ Jill Twedt

Jill Twedt

Senior Vice President, General Counsel & Corporate Secretary

Date: May 4, 2026

EX-99.1 — EARNINGS RELEASE

EX-99.1

Filename: bccexhibit9913312026.htm · Sequence: 2

Document

Boise Cascade Company Exhibit 99.1

1111 West Jefferson Street, Suite 300

Boise, ID 83702

Press Release

For Immediate Release: May 4, 2026

Investor Contact

Chris Forrey

investor@bc.com

Media Contact

Amy Evans

mediarelations@bc.com

Boise Cascade Company Reports First Quarter 2026 Results

BOISE, IDAHO - May 4, 2026 - Boise Cascade Company ("Boise Cascade," the "Company," "we," or "our") (NYSE: BCC) today reported net income of $17.8 million, or $0.50 per share, on sales of $1.5 billion for the first quarter ended March 31, 2026, compared with net income of $40.3 million, or $1.06 per share, on sales of $1.5 billion for the first quarter ended March 31, 2025.

“In the first quarter of 2026, our businesses delivered solid results despite the current demand environment, influenced by geopolitical events, volatile mortgage rates, and severe weather,” said Jeff Strom, CEO. “I am proud of our associates for continuing to lean into our integrated model, which demonstrates its value and resilience in markets like these. Our Company is especially well positioned during periods of uncertainty, as customers increasingly rely on Boise Cascade for reliable service and consistent value across a broad range of industry-leading products. Looking ahead, I am confident in the unwavering focus of our team to deliver value to our stakeholders irrespective of market conditions.”

First Quarter 2026 Highlights

1Q 2026 1Q 2025 % change

(in thousands, except per-share data and percentages)

Consolidated Results

Sales $ 1,498,614 $ 1,536,494 (2) %

Net income 17,842 40,348 (56) %

Net income per common share - diluted 0.50 1.06 (53) %

Adjusted EBITDA 1

66,567 91,607 (27) %

Segment Results

Building Materials Distribution sales $ 1,388,948 $ 1,407,116 (1) %

Building Materials Distribution income 32,942 48,417 (32) %

Building Materials Distribution EBITDA 1

48,225 62,779 (23) %

Wood Products sales 398,204 415,845 (4) %

Wood Products income 8,492 17,709 (52) %

Wood Products EBITDA 1

31,957 40,195 (20) %

1 For reconciliations of non-GAAP measures, see summary notes at the end of this press release.

In first quarter 2026, total U.S. housing starts increased 1% while single-family housing starts decreased 5%, compared to the same period in 2025. Single-family housing starts are the key demand driver for our sales.

Building Materials Distribution (BMD)

BMD's sales decreased $18.2 million, or 1%, to $1,388.9 million for the three months ended March 31, 2026, from $1,407.1 million for the three months ended March 31, 2025. Compared with the same quarter in the prior year, the decrease in sales was driven by net sales price decreases of 3%, offset partially by net sales volume increases of 2%. By product line, general line product sales increased 4%, commodity sales decreased 5%, and EWP sales (substantially all of which are sourced through our Wood Products segment) decreased 7%. BMD segment income decreased $15.5 million to $32.9 million for the three months ended March 31, 2026, from $48.4 million for the three months ended March 31, 2025. The decrease in segment income was driven by increased selling and distribution expenses of $8.2 million, as well as a $6.5 million gross margin decrease, resulting from lower gross margins on all product lines, particularly EWP.

Wood Products

Wood Products' sales, including sales to BMD, decreased $17.6 million, or 4%, to $398.2 million for the three months ended March 31, 2026, from $415.8 million for the three months ended March 31, 2025. The decrease in sales was driven by lower sales prices and volumes for LVL and I-joists (collectively referred to as EWP). These decreases were offset partially by higher plywood sales volumes and prices. Wood Products' segment income decreased $9.2 million to $8.5 million for the three months ended March 31, 2026, from $17.7 million for the three months ended March 31, 2025. The decrease in segment income was primarily due to lower EWP sales prices, as well as higher per-unit EWP conversion costs. These decreases in segment income were offset partially by lower per-unit OSB costs, as well as higher plywood sales volumes and sales prices. Additionally, operations resumed at our Oakdale veneer and plywood mill following planned downtime in 2025 to complete significant mill modernization projects, which provided a favorable impact on per-unit conversion costs.

Comparative average net selling prices and sales volume changes for EWP and plywood are as follows:

1Q 2026 vs. 1Q 2025 1Q 2026 vs. 4Q 2025

Average Net Selling Prices

LVL (7)% —%

I-joists (7)% 1%

Plywood 1% 4%

Sales Volumes

LVL (1)% 8%

I-joists (5)% 16%

Plywood 3% 5%

Balance Sheet and Liquidity

Boise Cascade ended first quarter 2026 with $338.7 million of cash and cash equivalents and $395.1 million of undrawn committed bank line availability, for total available liquidity of $733.8 million. The Company had $452.5 million of outstanding debt at March 31, 2026.

Capital Allocation

We expect capital expenditures in 2026, excluding potential acquisition spending, to total approximately $150 million to $170 million. This level of capital expenditures could increase or decrease as a result of several factors, including efforts to further accelerate organic growth, exercise of lease purchase options, our financial results, future economic conditions, availability of engineering and construction resources, and timing and availability of equipment purchases.

For the three months ended March 31, 2026, the Company paid $10.4 million in common stock dividends. On April 30, 2026, our board of directors declared a quarterly dividend of $0.22 per share on our common stock, payable on June 17, 2026, to stockholders of record on June 1, 2026.

For the three months ended March 31, 2026, the Company paid $65.5 million for the repurchase of 830,751 shares of our outstanding common stock. In April 2026, the Company repurchased an additional 312,894 shares of our common stock at a cost of approximately $25 million. Subsequent to these share repurchases, approximately $148 million of our outstanding common stock was available for repurchase under our existing share repurchase program.

Outlook

Demand for the products we purchase and distribute, as well as the products we manufacture, is closely tied to new residential construction, residential repair-and-remodeling activity, and light commercial construction. Residential construction, particularly new single-family construction, remains a key demand driver for the products we distribute and manufacture. The operating environment during the first quarter of 2026 presented a mix of opportunities and challenges. For much of the quarter, mortgage rates declined to their lowest levels in over three years. However, recent geopolitical turmoil has led to volatility in treasury and mortgage rates alike, casting unpredictability on the remainder of the spring selling season. Consumer sentiment and home affordability challenges persist as the most prominent headwinds to residential construction activity. In addition, home builders are responding to the cautious demand environment with thoughtful approaches to starts, home sizes, location, and inventory. Long-term demand drivers for residential construction, including generational tailwinds and an undersupply of housing units, remain strong, while elevated levels of homeowner equity and an aging U.S. housing stock support robust repair-and-remodel spending and reinforce the industry’s solid fundamentals.

Our distribution business, which purchases and resells a diverse range of products, experiences opportunities for increased sales and margins during periods of rising prices, 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, input costs, industry operating rates, supply disruptions, duties, tariffs, cost and availability of transportation, inventory levels, and seasonal demand patterns. We will continue to monitor end market demand signals and align production rates and inventory stocking positions accordingly.

We are providing financial guidance for second quarter 2026 as set forth in the table below. Guidance is based on current plans and expectations and is subject to a number of known and unknown uncertainties and risks, including those set forth below under “Forward-Looking Statements.”

Second Quarter 2026 Guidance

BMD EBITDA ~$65 - $80 million

Wood Products EBITDA ~$32 - $47 million

Unallocated Corporate Costs ~($14) - ($12) million

Total Company Adjusted EBITDA ~$83 - $115 million

About Boise Cascade

Boise Cascade is one of the largest U.S. wholesale distributors of building materials and a leading manufacturer of engineered wood products and plywood in North America. Our integrated model and national distribution footprint position us to deliver outstanding service to our customers across a broad range of industry-leading products, including key structural products that we produce. Headquartered in Boise, Idaho, we operate more than 60 distribution and manufacturing facilities strategically located across the U.S. and Canada. Our work is powered by a dedicated team of over 7,500 people. Learn more at www.bc.com.

Webcast and Conference Call

Boise Cascade will host a webcast and conference call to discuss first quarter earnings on Tuesday, May 5, 2026, at 11 a.m. Eastern.

To join the webcast, go to the Investors section of our website at www.bc.com/investors and select the Event Calendar link. Analysts and investors who wish to ask questions during the Q&A session can register for the call here.

The archived webcast will be available in the Investors section of Boise Cascade's website.

Use of Non-GAAP Financial Measures

We refer to the terms EBITDA, Adjusted EBITDA and Segment EBITDA in this earnings release and the accompanying Quarterly Statistical Information as supplemental measures of our performance and liquidity that are not required by or presented in accordance with generally accepted accounting principles in the United States (GAAP). We define EBITDA as income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps. We also disclose Segment EBITDA, which is segment income (loss) before depreciation and amortization.

We believe EBITDA, Adjusted EBITDA and Segment EBITDA are meaningful measures because they present a transparent view of our recurring operating performance and allow management to readily view operating trends, perform analytical comparisons, and identify strategies to improve operating performance. We also believe EBITDA, Adjusted EBITDA and Segment EBITDA are useful to investors because they provide a means to evaluate the operating performance of our segments and our Company on an ongoing basis using criteria that are used by our management and because they are frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. EBITDA, Adjusted EBITDA and Segment EBITDA, however, are not measures of our liquidity or financial performance under GAAP and should not be considered as alternatives to net income, income from operations, or any other performance measure derived in accordance with GAAP or as alternatives to cash flow from operating activities as a measure of our liquidity. The use of EBITDA, Adjusted EBITDA and Segment EBITDA instead of net income or segment income (loss) have limitations as analytical tools, including: the inability to determine profitability; the exclusion of interest expense, interest income, and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for these limitations by relying on our GAAP results. Our measures of EBITDA, Adjusted EBITDA and Segment EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. For a reconciliation of net income to EBITDA and Adjusted EBITDA and segment income (loss) to Segment EBITDA, please see the section titled, "Summary Notes to Consolidated Financial Statements and Segment Information" below.

Forward-Looking Statements

This press release contains statements concerning future events and expectations, including, without limitation, statements relating to our outlook. These statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance, often, but not always, through the use of words or phrases such as "anticipates," "believes," "could," "estimates," "expects," "intends," “outlook,” "potential," "plans," "predicts," "preliminary," "projects," "targets," "may," "may result," or similar expressions, are not statements of historical facts and may be forward-looking. Forward-looking statements are not guarantees of future performance, involve estimates, assumptions, risks, and uncertainties, and may differ materially from actual results, performance, or outcomes. Factors that could cause actual results or outcomes to differ materially from those contained in forward-looking statements include those factors set forth in Boise Cascade’s most recent Annual Report on Form 10-K, subsequent reports filed by Boise Cascade with the Securities and Exchange Commission (SEC), and the following important factors: 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; 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 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; and fluctuations in the market for our equity.

It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the company's business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements speak only as of the date they are made, and, except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

Boise Cascade Company

Consolidated Statements of Operations

(in thousands, except per-share data) (unaudited)

Three Months Ended

March 31 December 31, 2025

2026 2025

Sales $ 1,498,614 $ 1,536,494 $ 1,460,181

Costs and expenses

Materials, labor, and other operating expenses (excluding depreciation) 1,255,070 1,276,183 1,228,749

Depreciation and amortization 39,053 37,121 41,313

Selling and distribution expenses 150,444 143,648 145,719

General and administrative expenses 26,300 24,997 22,466

Other (income) expense, net (38) 26 5,983

1,470,829 1,481,975 1,444,230

Income from operations 27,785 54,519 15,951

Foreign currency exchange loss (241) — (40)

Pension expense (excluding service costs) (30) (33) (33)

Interest expense (6,019) (5,312) (6,024)

Interest income 2,937 5,510 4,452

Change in fair value of interest rate swaps — (490) —

(3,353) (325) (1,645)

Income before income taxes 24,432 54,194 14,306

Income tax provision (6,590) (13,846) (5,572)

Net income $ 17,842 $ 40,348 $ 8,734

Weighted average common shares outstanding:

Basic 35,909 38,017 36,823

Diluted 36,020 38,215 36,972

Net income per common share:

Basic $ 0.50 $ 1.06 $ 0.24

Diluted $ 0.50 $ 1.06 $ 0.24

Dividends declared per common share $ 0.22 $ 0.21 $ 0.22

Building Materials Distribution Segment

Statements of Operations

(in thousands, except percentages) (unaudited)

Three Months Ended

March 31 December 31, 2025

2026 2025

Segment sales $ 1,388,948 $ 1,407,116 $ 1,363,116

Costs and expenses

Materials, labor, and other operating expenses (excluding depreciation) 1,189,236 1,200,940 1,157,607

Depreciation and amortization 15,283 14,362 14,967

Selling and distribution expenses 141,274 133,099 134,885

General and administrative expenses 10,421 9,765 8,478

Other (income) expense, net (208) 533 5,697

1,356,006 1,358,699 1,321,634

Segment income $ 32,942 $ 48,417 $ 41,482

(percentage of sales)

Segment sales 100.0 % 100.0 % 100.0 %

Costs and expenses

Materials, labor, and other operating expenses (excluding depreciation) 85.6 % 85.3 % 84.9 %

Depreciation and amortization 1.1 % 1.0 % 1.1 %

Selling and distribution expenses 10.2 % 9.5 % 9.9 %

General and administrative expenses 0.8 % 0.7 % 0.6 %

Other (income) expense, net — % — % 0.4 %

97.6 % 96.6 % 97.0 %

Segment income 2.4 % 3.4 % 3.0 %

Wood Products Segment

Statements of Operations

(in thousands, except percentages) (unaudited)

Three Months Ended

March 31 December 31, 2025

2026 2025

Segment sales $ 398,204 $ 415,845 $ 353,960

Costs and expenses

Materials, labor, and other operating expenses (excluding depreciation) 352,985 362,246 328,108

Depreciation and amortization 23,465 22,486 26,093

Selling and distribution expenses 9,224 10,603 10,888

General and administrative expenses 3,868 3,313 2,361

Other (income) expense, net 170 (512) 304

389,712 398,136 367,754

Segment income (loss) $ 8,492 $ 17,709 $ (13,794)

(percentage of sales)

Segment sales 100.0 % 100.0 % 100.0 %

Costs and expenses

Materials, labor, and other operating expenses (excluding depreciation) 88.6 % 87.1 % 92.7 %

Depreciation and amortization 5.9 % 5.4 % 7.4 %

Selling and distribution expenses 2.3 % 2.5 % 3.1 %

General and administrative expenses 1.0 % 0.8 % 0.7 %

Other (income) expense, net — % (0.1 %) 0.1 %

97.9 % 95.7 % 103.9 %

Segment income (loss) 2.1 % 4.3 % (3.9) %

Segment Information

(in thousands) (unaudited)

Three Months Ended

March 31 December 31, 2025

2026 2025

Segment sales

Building Materials Distribution $ 1,388,948 $ 1,407,116 $ 1,363,116

Wood Products 398,204 415,845 353,960

Intersegment eliminations (288,538) (286,467) (256,895)

Total net sales $ 1,498,614 $ 1,536,494 $ 1,460,181

Segment income (loss)

Building Materials Distribution $ 32,942 $ 48,417 $ 41,482

Wood Products 8,492 17,709 (13,794)

Total segment income 41,434 66,126 27,688

Unallocated corporate costs (13,649) (11,607) (11,737)

Income from operations $ 27,785 $ 54,519 $ 15,951

Segment EBITDA

Building Materials Distribution $ 48,225 $ 62,779 $ 56,449

Wood Products 31,957 40,195 12,299

See accompanying summary notes to consolidated financial statements and segment information.

Boise Cascade Company

Consolidated Balance Sheets

(in thousands) (unaudited)

March 31, 2026 December 31, 2025

ASSETS

Current

Cash and cash equivalents $ 338,667 $ 477,215

Receivables

Trade, less allowances of $5,659 and $5,618

461,012 315,944

Related parties 283 86

Other 28,941 24,698

Inventories 877,795 795,724

Prepaid expenses and other 27,544 40,751

Total current assets 1,734,242 1,654,418

Property and equipment, net 1,155,967 1,157,261

Operating lease right-of-use assets 52,971 55,980

Finance lease right-of-use assets 41,772 11,825

Timber deposits 7,501 8,058

Goodwill 185,386 185,384

Intangible assets, net 154,405 159,665

Deferred income taxes 2,913 3,041

Other assets 6,467 6,311

Total assets $ 3,341,624 $ 3,241,943

Boise Cascade Company

Consolidated Balance Sheets (continued)

(in thousands, except per-share data) (unaudited)

March 31, 2026 December 31, 2025

LIABILITIES AND STOCKHOLDERS' EQUITY

Current

Accounts payable

Trade $ 428,963 $ 254,622

Related parties 2,194 915

Accrued liabilities

Compensation and benefits 93,429 103,066

Interest payable 5,285 10,176

Other 97,159 124,297

Total current liabilities 627,030 493,076

Debt

Long-term debt, net 448,148 445,405

Other

Compensation and benefits 35,462 39,354

Operating lease liabilities, net of current portion 46,602 49,778

Finance lease liabilities, net of current portion 44,828 15,631

Deferred income taxes 104,574 105,551

Other long-term liabilities 19,047 18,270

250,513 228,584

Commitments and contingent liabilities

Stockholders' equity

Preferred stock, $0.01 par value per share; 50,000 shares authorized, no shares issued and outstanding

— —

Common stock, $0.01 par value per share; 300,000 shares authorized, 35,503 and 36,190 shares issued, respectively

355 362

Additional paid-in capital

568,433 571,220

Accumulated other comprehensive loss

(469) (476)

Retained earnings 1,447,614 1,503,772

Total stockholders' equity 2,015,933 2,074,878

Total liabilities and stockholders' equity $ 3,341,624 $ 3,241,943

Boise Cascade Company

Consolidated Statements of Cash Flows

(in thousands) (unaudited)

Three Months Ended March 31

2026 2025

Cash provided by (used for) operations

Net income $ 17,842 $ 40,348

Items in net income not using (providing) cash

Depreciation and amortization, including deferred financing costs and other

39,923 37,960

Stock-based compensation 3,458 3,757

Deferred income taxes (895) 741

Change in fair value of interest rate swaps — 490

Other (16) (788)

Decrease (increase) in working capital

Receivables (139,930) (129,683)

Inventories (82,071) (118,138)

Prepaid expenses and other (3,242) (3,786)

Accounts payable and accrued liabilities 144,745 127,935

Income taxes payable 6,918 11,654

Other (2,714) 1,034

Net cash used for operations (15,982) (28,476)

Cash provided by (used for) investment

Expenditures for property and equipment (39,824) (53,205)

Acquisitions of businesses and facilities (2) —

Proceeds from sales of assets and other 353 980

Net cash used for investment (39,473) (52,225)

Cash provided by (used for) financing

Repurchase of common stock (65,513) (53,884)

Dividends paid on common stock (10,370) (10,485)

Tax withholding payments on stock-based awards (6,244) (5,907)

Other (966) (502)

Net cash used for financing (83,093) (70,778)

Net decrease in cash and cash equivalents (138,548) (151,479)

Balance at beginning of the period 477,215 713,260

Balance at end of the period $ 338,667 $ 561,781

Summary Notes to Consolidated Financial Statements and Segment Information

The Consolidated Statements of Operations, Segment Statements of Operations, Consolidated Balance Sheets, Consolidated Statements of Cash Flows, and Segment Information presented herein do not include the notes accompanying the Company's Consolidated Financial Statements and should be read in conjunction with the Company’s 2025 Form 10-K and the Company's other filings with the Securities and Exchange Commission. Net income for all periods presented involved estimates and accruals.

EBITDA represents income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps. The following table reconciles net income to EBITDA and Adjusted EBITDA for the three months ended March 31, 2026 and 2025, and December 31, 2025:

Three Months Ended

March 31 December 31, 2025

2026 2025

(in thousands)

Net income $ 17,842 $ 40,348 $ 8,734

Interest expense 6,019 5,312 6,024

Interest income (2,937) (5,510) (4,452)

Income tax provision 6,590 13,846 5,572

Depreciation and amortization 39,053 37,121 41,313

EBITDA 66,567 91,117 57,191

Change in fair value of interest rate swaps — 490 —

Adjusted EBITDA $ 66,567 $ 91,607 $ 57,191

The following table reconciles segment income (loss) and unallocated corporate costs to Segment EBITDA, EBITDA and Adjusted EBITDA for the three months ended March 31, 2026 and 2025, and December 31, 2025:

Three Months Ended

March 31 December 31, 2025

2026 2025

(in thousands)

Building Materials Distribution

Segment income $ 32,942 $ 48,417 $ 41,482

Depreciation and amortization 15,283 14,362 14,967

Segment EBITDA $ 48,225 $ 62,779 $ 56,449

Wood Products

Segment income (loss) $ 8,492 $ 17,709 $ (13,794)

Depreciation and amortization 23,465 22,486 26,093

Segment EBITDA $ 31,957 $ 40,195 $ 12,299

Corporate

Unallocated corporate costs $ (13,649) $ (11,607) $ (11,737)

Foreign currency exchange gain (loss) (241) — (40)

Pension expense (excluding service costs) (30) (33) (33)

Change in fair value of interest rate swaps — (490) —

Depreciation and amortization 305 273 253

EBITDA (13,615) (11,857) (11,557)

Change in fair value of interest rate swaps — 490 —

Corporate Adjusted EBITDA $ (13,615) $ (11,367) $ (11,557)

Total Company Adjusted EBITDA $ 66,567 $ 91,607 $ 57,191

EX-99.2 — QUARTERLY STATISTICAL INFORMATION

EX-99.2

Filename: bccexhibit9923312026.htm · Sequence: 3

Document

Exhibit 99.2

Boise Cascade Company

Quarterly Statistical Information

Building Materials Distribution Segment

2026

Q1 Q2 Q3 Q4 YTD

General line sales1

45.0 % 45.0 %

Commodity sales1

35.5 % 35.5 %

EWP sales1

19.5 % 19.5 %

Total sales (000) $ 1,388,948 $ 1,388,948

Gross margin2

14.4 % 14.4 %

Segment income (000) $ 32,942 $ 32,942

Segment depreciation and amortization (000) $ 15,283 $ 15,283

Segment EBITDA (000)3

$ 48,225 $ 48,225

EBITDA as a percentage of sales 3.5 % 3.5 %

Capital spending (000)4

$ 25,394 $ 25,394

Receivables (000) $ 446,083

Inventories (000) $ 635,409

Accounts payable (000) $ 392,747

2025

Q1 Q2 Q3 Q4 YTD

General line sales1

42.6 % 45.4 % 46.7 % 46.0 % 45.2 %

Commodity sales1

36.7 % 34.2 % 34.2 % 35.2 % 35.0 %

EWP sales1

20.7 % 20.4 % 19.1 % 18.8 % 19.8 %

Total sales (000) $ 1,407,116 $ 1,614,915 $ 1,556,150 $ 1,363,116 $ 5,941,297

Gross margin2

14.7 % 15.4 % 15.1 % 15.1 % 15.1 %

Segment income (000) $ 48,417 $ 78,033 $ 54,286 $ 41,482 $ 222,218

Segment depreciation and amortization (000) $ 14,362 $ 13,815 $ 15,545 $ 14,967 $ 58,689

Segment EBITDA (000)3

$ 62,779 $ 91,848 $ 69,831 $ 56,449 $ 280,907

EBITDA as a percentage of sales 4.5 % 5.7 % 4.5 % 4.1 % 4.7 %

Capital spending (000)5

$ 22,431 $ 39,588 $ 26,353 $ 16,224 $ 104,596

Receivables (000) $ 438,218 $ 444,290 $ 426,039 $ 316,049

Inventories (000) $ 660,970 $ 661,911 $ 588,017 $ 543,245

Accounts payable (000) $ 438,404 $ 365,966 $ 301,968 $ 204,361

Boise Cascade Company

Quarterly Statistical Information (continued)

Building Materials Distribution Segment (continued)

2024

Q1 Q2 Q3 Q4 YTD

General line sales1

41.0 % 42.4 % 43.8 % 42.4 % 42.4 %

Commodity sales1

36.7 % 35.0 % 34.9 % 36.7 % 35.8 %

EWP sales1

22.3 % 22.6 % 21.3 % 20.9 % 21.8 %

Total sales (000) $ 1,505,021 $ 1,655,221 $ 1,567,466 $ 1,438,785 $ 6,166,493

Gross margin2

15.1 % 14.8 % 15.7 % 15.8 % 15.3 %

Segment income (000) $ 72,463 $ 85,400 $ 74,821 $ 70,701 $ 303,385

Segment depreciation and amortization (000) $ 11,107 $ 11,741 $ 12,928 $ 13,758 $ 49,534

Segment EBITDA (000)3

$ 83,570 $ 97,141 $ 87,749 $ 84,459 $ 352,919

EBITDA as a percentage of sales 5.6 % 5.9 % 5.6 % 5.9 % 5.7 %

Capital spending (000)6

$ 14,672 $ 21,904 $ 36,902 $ 34,115 $ 107,593

Receivables (000) $ 453,083 $ 436,992 $ 386,303 $ 315,698

Inventories (000) $ 601,546 $ 626,044 $ 566,056 $ 557,977

Accounts payable (000) $ 412,919 $ 392,798 $ 300,978 $ 226,236

1Product line sales are shown as a percentage of total Building Materials Distribution (BMD) sales.

2We 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.

3Segment EBITDA is calculated as segment income before depreciation and amortization.

4During 2026, capital spending in first quarter includes approximately $13 million to purchase previously leased BMD properties in Boise, Idaho and Grand Junction, Colorado.

5During 2025, capital spending in second quarter includes approximately $17 million to purchase previously leased BMD properties in Chicago, Illinois and Minneapolis, Minnesota. Capital spending in fourth quarter 2025 excludes approximately $33 million for the acquisition of businesses and facilities, net of cash acquired.

6During 2024, capital spending in third quarter includes approximately $20 million to purchase a previously leased BMD property in Westfield, Massachusetts. Capital spending in fourth quarter 2024 includes approximately $5 million to purchase a previously leased property in Chicago, Illinois.

Boise Cascade Company

Quarterly Statistical Information (continued)

Wood Products Segment

2026

Q1 Q2 Q3 Q4 YTD

LVL sales volume (MCF) 4,562 4,562

I-joist sales volume (MELF) 51,950 51,950

Plywood sales volume (MSF 3/8") 373,342 373,342

Lumber sales volume (MBF) 21,022 21,022

LVL mill net sales price ($/CF) $ 24.22 $ 24.22

I-joist mill net sales price ($/MELF) $ 1,700 $ 1,700

Plywood net sales price ($/MSF 3/8") $ 343 $ 343

Lumber net sales price ($/MBF) $ 563 $ 563

Segment sales (000) $ 398,204 $ 398,204

Segment income (000) $ 8,492 $ 8,492

Segment depreciation and amortization (000) $ 23,465 $ 23,465

Segment EBITDA (000)1

$ 31,957 $ 31,957

EBITDA as a percentage of sales 8.0 % 8.0 %

Capital spending (000) $ 16,663 $ 16,663

Receivables (000) $ 76,380

Inventories (000) $ 242,385

Accounts payable (000) $ 65,222

2025

Q1 Q2 Q3 Q4 YTD

LVL sales volume (MCF) 4,616 5,457 4,612 4,228 18,913

I-joist sales volume (MELF) 54,711 62,469 53,232 44,753 215,165

Plywood sales volume (MSF 3/8") 362,779 355,714 387,278 353,989 1,459,760

Lumber sales volume (MBF) 19,830 18,126 17,919 17,327 73,202

LVL mill net sales price ($/CF) $ 26.09 $ 25.22 $ 24.03 $ 24.13 $ 24.90

I-joist mill net sales price ($/MELF) $ 1,833 $ 1,801 $ 1,684 $ 1,683 $ 1,755

Plywood net sales price ($/MSF 3/8") $ 341 $ 342 $ 325 $ 329 $ 334

Lumber net sales price ($/MBF) $ 619 $ 678 $ 651 $ 569 $ 629

Segment sales (000) $ 415,845 $ 447,235 $ 396,401 $ 353,960 $ 1,613,441

Segment income (loss) (000) $ 17,709 $ 13,976 $ (12,055) $ (13,794) $ 5,836

Segment depreciation and amortization (000) $ 22,486 $ 23,316 $ 26,561 $ 26,093 $ 98,456

Segment EBITDA (000)1

$ 40,195 $ 37,292 $ 14,506 $ 12,299 $ 104,292

EBITDA as a percentage of sales 9.7 % 8.3 % 3.7 % 3.5 % 6.5 %

Capital spending (000)2

$ 30,689 $ 39,358 $ 28,823 $ 37,720 $ 136,590

Receivables (000) $ 74,469 $ 77,128 $ 70,330 $ 46,998

Inventories (000) $ 260,464 $ 257,046 $ 256,341 $ 252,479

Accounts payable (000) $ 74,749 $ 76,124 $ 66,265 $ 51,976

Boise Cascade Company

Quarterly Statistical Information (continued)

Wood Products Segment (continued)

2024

Q1 Q2 Q3 Q4 YTD

LVL sales volume (MCF) 4,777 5,074 4,952 4,561 19,364

I-joist sales volume (MELF) 56,587 65,788 58,884 53,081 234,340

Plywood sales volume (MSF 3/8") 371,699 383,092 390,978 371,263 1,517,032

Lumber sales volume (MBF) 22,772 17,619 19,390 18,429 78,210

LVL mill net sales price ($/CF) $ 28.75 $ 28.12 $ 27.62 $ 26.93 $ 27.87

I-joist mill net sales price ($/MELF) $ 2,018 $ 1,961 $ 1,921 $ 1,894 $ 1,949

Plywood net sales price ($/MSF 3/8") $ 378 $ 362 $ 333 $ 350 $ 355

Lumber net sales price ($/MBF) $ 650 $ 751 $ 705 $ 632 $ 682

Segment sales (000) $ 468,928 $ 489,823 $ 453,896 $ 419,670 $ 1,832,317

Segment income (000) $ 71,238 $ 72,780 $ 53,853 $ 33,583 $ 231,454

Segment depreciation and amortization (000)3

$ 24,384 $ 22,270 $ 23,551 $ 22,998 $ 93,203

Segment EBITDA (000)1

$ 95,622 $ 95,050 $ 77,404 $ 56,581 $ 324,657

EBITDA as a percentage of sales 20.4 % 19.4 % 17.1 % 13.5 % 17.7 %

Capital spending (000)2

$ 19,643 $ 17,804 $ 24,760 $ 59,663 $ 121,870

Receivables (000) $ 84,892 $ 83,445 $ 77,244 $ 55,719

Inventories (000) $ 213,050 $ 206,198 $ 226,300 $ 245,320

Accounts payable (000) $ 61,834 $ 66,374 $ 73,922 $ 61,800

1Segment EBITDA is calculated as segment income before depreciation and amortization.

2Capital spending in 2025 and 2024 for our Wood Products segment includes spending on significant modernization projects at our Oakdale, Louisiana veneer and plywood mill, spending to add I-joist production capabilities at our Thorsby, Alabama EWP mill, as well as spending to convert a plywood layup line to a parallel laminated veneer line at our Chapman, Alabama veneer and plywood mill.

3Segment depreciation and amortization in first quarter 2024 includes accelerated depreciation of $2.2 million for the indefinite curtailment of lumber production assets at our Chapman, Alabama, facility.

Boise Cascade Company

Quarterly Statistical Information (continued)

Reconciliation of Non-GAAP Financial Measures

(in thousands)

Total Boise Cascade Company

EBITDA represents income before interest (interest expense and interest income), income taxes, and depreciation and amortization. Additionally, we disclose Adjusted EBITDA, which further adjusts EBITDA to exclude the change in fair value of interest rate swaps. The following tables reconcile net income to EBITDA and Adjusted EBITDA for the periods noted below:

2026

Q1 Q2 Q3 Q4 YTD

Net income $ 17,842 $ 17,842

Interest expense 6,019 6,019

Interest income (2,937) (2,937)

Income tax provision 6,590 6,590

Depreciation and amortization 39,053 39,053

EBITDA 66,567 66,567

Change in fair value of interest rate swaps — —

Adjusted EBITDA $ 66,567 $ 66,567

2025

Q1 Q2 Q3 Q4 YTD

Net income $ 40,348 $ 61,985 $ 21,769 $ 8,734 $ 132,836

Interest expense 5,312 5,183 5,327 6,024 21,846

Interest income (5,510) (4,623) (4,181) (4,452) (18,766)

Income tax provision 13,846 18,611 9,088 5,572 47,117

Depreciation and amortization 37,121 37,409 42,378 41,313 158,221

EBITDA 91,117 118,565 74,381 57,191 341,254

Change in fair value of interest rate swaps 490 435 — — 925

Adjusted EBITDA $ 91,607 $ 119,000 $ 74,381 $ 57,191 $ 342,179

2024

Q1 Q2 Q3 Q4 YTD

Net income $ 104,124 $ 112,292 $ 91,038 $ 68,900 $ 376,354

Interest expense 6,070 6,105 6,082 5,810 24,067

Interest income (10,597) (10,543) (10,168) (7,831) (39,139)

Income tax provision 32,829 38,499 29,801 24,276 125,405

Depreciation and amortization 35,850 34,367 36,861 37,035 144,113

EBITDA 168,276 180,720 153,614 128,190 630,800

Change in fair value of interest rate swaps 220 487 866 465 2,038

Adjusted EBITDA $ 168,496 $ 181,207 $ 154,480 $ 128,655 $ 632,838

For additional information regarding the non-GAAP measures presented in this document, please refer to our press release announcing our first quarter financial results, a copy of which is attached as Exhibit 99.1 to our Current Report on Form 8-K furnished to the Securities and Exchange Commission on May 4, 2026.

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Document and Entity Information

Apr. 30, 2026

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BOISE CASCADE COMPANY

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