Builders FirstSource Inc

BLDR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Builders FirstSource, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

2024 Results Demonstrated Our Resilience

Despite a complex operating environment, including ongoing affordability headwinds due to elevated interest rates, we delivered resilient results highlighted by a double-digit EBITDA margin in the mid-teens and robust free cash flow. We accomplished this through the strength of our differentiated platform, our operational excellence initiatives as demonstrated by our $117 million in productivity savings for the year, and by the continued execution of our strategy by our 29,000 team members. By continuing to invest in our value-added solutions and our installed services, along with leveraging cutting-edge technology, we are addressing customer challenges and serving as the supplier of choice. Our investments today in organic growth opportunities and value-enhancing acquisitions position us to perform well in any environment.

We are differentiated as the only provider of an end-to-end digital platform in the industry, which we believe is a game changer as it will bring efficiency to the homebuilding process, saving time and money for our customers and their clients. We launched our platform earlier this year and are confident in our ability to generate value from our digital solutions.

Focused on Shareholder Returns

Our Board of Directors and management team are focused on maximizing shareholder returns. Our business generates consistently strong free cash flow through the cycle, which we deploy under our balanced capital allocation strategy. This disciplined capital deployment framework remains in place: maintaining a fortress balance sheet, investing in organic growth, making value-enhancing acquisitions, and returning capital to shareholders through share repurchases. We continue to invest in our business to grow, focusing on manufacturing automation, capacity expansion, and digital improvements. We also continue to pursue strategic tuck-in M&A, and in 2024, we completed 13 acquisitions with aggregate 2023 sales of approximately $420 million to expand our footprint into high-growth geographies and enhance our value-added offerings. We also began this year on a high note by completing our acquisition of Alpine Lumber Company in January 2025, a 21-location business strategically located in Colorado and New Mexico with 2024 sales of approximately $500 million.

A MESSAGE TO OUR STOCKHOLDERS

We are returning capital to shareholders through opportunistic share buybacks, repurchasing approximately $1.5 billion of shares in 2024 and more than 46% of our outstanding shares since August 2021. Amid a challenging operating environment, we have produced impressive historical shareholder returns through our efforts to maximum shareholder value.

Committed to Our Team Members and Corporate Social Responsibility

Our people-first culture is a key contributor to our leading position as we attract, train, and retain the best talent in the industry and possess a field leadership team with more than 30 years of average experience. Safety is a top priority, and in 2024, we continued to enhance our safety processes and performance, helping drive a 10% annual improvement in our recordable incident rate and once again achieving our 10% annual reduction target.

Our annual team member engagement survey showed an 78% favorability rating in 2024, up 4% from the prior survey. We are committed to maintaining engagement with our team members and enhancing their experience at Builders FirstSource.

We are also making meaningful progress on our corporate sustainability journey. In 2023, we reported our Scope 1 and 2 greenhouse gas emissions for the first time, and we will introduce our initial reduction targets later this year. We continue to drive our sustainability initiatives in a manner that benefits our customers, team members, and stakeholders.

Stable Leadership and Enhanced Corporate Governance

In November 2024, Peter M. Jackson was named the Company’s new Chief Executive Officer and President in a planned succession following Dave E. Rush’s retirement, and Pete R. Beckmann succeeded Mr. Jackson as Executive Vice President and Chief Financial Officer. In March 2025, we appointed Cheryl Ainoa and Maria Renz to our Board of Directors. Mses. Ainoa and Renz bring deep expertise in e-commerce, technology, and digital innovation, helping us further strengthen our digital leadership and reinforcing our commitment to delivering best-in-class solutions to our customers. Our Board also recently formed a Technology Committee in an effort to further strengthen board oversight of our digital and technology strategy and systems. Additionally, in line with our commitment to strong corporate governance and accountability, we are including a proposal in this year’s Proxy Statement to amend our Certificate of Incorporation to declassify our Board of Directors, in line with most of our peer companies in the S&P 500.

We invite you to attend the annual meeting of stockholders of Builders FirstSource, Inc., which will take place at 6031 Connection Drive, Irving, Texas 75039, on Tuesday, May 27, 2025, at 9:00 a.m. local time. Details of the business to be conducted at the annual meeting follow. Your vote is important to us. Even if you intend to join us in person, we encourage you to vote in advance, so we will know we have a quorum of stockholders for the meeting. When you vote in advance, please also indicate your intention to personally attend the annual meeting. See the Question and Answer section on page three of the Proxy Statement for instructions should you plan to attend in person.

On behalf of the Board of Directors and the executive management team, we would like to express our appreciation for your continued interest in the affairs of Builders FirstSource and ask for your support of management at this year’s annual meeting.