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, 2025 and 2024. We had 36,190,433 and 45,138,835 shares of common stock issued and 36,190,433 and 38,182,989 shares of common stock outstanding as of December 31, 2025 and 2024, 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, 2025, 2024, and 2023:

(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.

On February 6, 2026, our board of directors declared a dividend of $0.22 per share on our common stock, payable on March 18, 2026, to stockholders of record on February 23, 2026. For a description of the restrictions in our revolving 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 revolving 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, 2025, our board of directors approved a new share repurchase authorization of $300.0 million of our outstanding common stock, excluding applicable fees and taxes. In connection with this authorization, our board of directors terminated the October 30, 2024 authorization to repurchase an additional 1.4 million shares of our outstanding common stock. 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 share repurchase program will expire. Our board of directors, at its discretion, may increase or decrease the amount authorized or terminate the share repurchase program at any time.

During 2025, our board of directors approved a resolution to retire all outstanding treasury shares previously purchased, as well as a policy to retire all future shares immediately upon repurchase. In accordance with the Company’s policy, the excess cost over par value of retired treasury shares is allocated to retained earnings. Additionally, repurchased shares are subject to a 1% excise tax, which is also allocated to retained earnings. As a result of this resolution, approximately 7 million shares of common stock related to treasury share repurchases made prior to December 31, 2024, were retired.

During the year ended December 31, 2025, we repurchased and retired 2,101,392 shares at a cost of $181.4 million, or an average of $86.31 per share, exclusive of excise tax. As of December 31, 2025, there was $238.6 million of our common stock that may yet be purchased under the share repurchase program. During the year ended December 31, 2024, we repurchased 1,513,095 shares at a cost of $194.9 million, or an average of $128.81 per share, exclusive of excise tax. During the year ended December 31, 2023, we repurchased 75,678 shares at a cost of $6.4 million, or an average of $84.91 per share, exclusive of excise tax. The shares were purchased with cash on hand and were subsequently retired in accordance with our board-approved policy.

In January and February 2026, we repurchased and retired 469,284 shares at a cost of approximately $39 million, or an average of $82.95 per share, exclusive of excise tax. Subsequent to these share repurchases, there was approximately $200 million of our outstanding common stock that may yet be purchased under the share repurchase program.