BOISE CASCADE Co

12. Stockholders' Equity

Our certificate of incorporation has authorized 300,000,000 shares of common stock and 50,000,000 shares of preferred stock. No preferred stock was issued or outstanding as of December 31, 2024 and 2023. We had 45,138,835 and 44,982,576 shares of common stock issued and 38,182,989 and 39,539,825 shares of common stock outstanding as of December 31, 2024 and 2023, respectively. Each share of common stock entitles the holder toone vote on matters to be voted on by the stockholders of Boise Cascade.

Dividends

On November 14, 2017, we announced that our board of directors approved a dividend policy to pay quarterly cash dividends to holders of our common stock. Our board of directors declared and paid the following dividends during each of the respective quarters for the years ended December 31, 2024, 2023, and 2022:

(a)Includes payments of dividend equivalents on RSUs and PSUs which vested in first quarter of each year.

(b)During third quarter 2024, our board of directors declared and paid a special dividend of $5.00 per share on our common stock.

(c)During second quarter 2023, our board of directors declared and paid a special dividend of $3.00 per share on our common stock. During fourth quarter 2023, our board of directors declared and paid a special dividend of $5.00 per share on our common stock.

(d)During second quarter 2022, our board of directors declared and paid a special dividend of $2.50 per share on our common stock. During fourth quarter 2022, our board of directors declared and paid a special dividend of $1.00 per share on our common stock.

On February 7, 2025, our board of directors declared a dividend of $0.21 per share on our common stock, payable on March 19, 2025, to stockholders of record on February 24, 2025. For a description of the restrictions in our asset-based credit facility and the indenture governing our senior notes on our ability to pay dividends, see Note 8, Debt.

Future dividend declarations, including amount per share, record date and payment date, will be made at the discretion of our board of directors and will depend upon, among other things, legal capital requirements and surplus, our future operations and earnings, general financial condition, material cash requirements, restrictions imposed by our asset-based credit facility and the indenture governing our senior notes, applicable laws, and other factors that our board of directors may deem relevant.

Stock Repurchase

On October 30, 2024, our board of directors authorized the repurchase of an additional 1.4 million shares of our common stock. This is the most recent authorization under our common stock repurchase program that was authorized on February 25, 2015 (the Program). Share repurchases may be made on an opportunistic basis, through open market transactions, privately negotiated transactions, or by other means in accordance with applicable federal securities laws. We are not obligated to purchase any shares and there is no set date that the Program will expire. Our board of directors may increase or decrease the number of shares under the Program or terminate the Program in its discretion at any time.

During the year ended December 31, 2024, we repurchased 1,513,095 shares under the Program at a cost of $194.9 million, or an average of $128.81 per share. The shares were purchased with cash on hand and are recorded as "Treasury stock" on our Consolidated Balance Sheets. As of December 31, 2024, there were 1,808,216 shares of common stock that may yet be purchased under the Program. During the year ended December 31, 2023, we repurchased 75,678 shares under the Program at a cost of $6.4 million, or an average of $84.91 per share. During the year ended December 31, 2022 we did not purchase any shares under the Program.

In January 2025, we repurchased 250,000 shares under the Program at a cost of approximately $30 million, or an average of $120.51 per share. Subsequent to these share repurchases, there were 1,558,216 shares of common stock that may yet be purchased under the Program.