BOISE CASCADE Co

6. Acquisitions

We account for acquisition transactions in accordance with ASC 805, Business Combinations. Accordingly, the results of operations of the acquiree are included in our consolidated financial statements from the acquisition date. The consideration transferred is allocated to the identifiable assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with any excess recorded as goodwill. Transaction-related costs are expensed in the period the costs are incurred. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.

On December 15, 2025, BMD acquired 100% of the issued and outstanding equity interest of Humphrey Company, Inc. (Holden Humphrey), a two-step distributor of building materials located in Chicopee, Massachusetts (Holden Humphrey Acquisition). The purchase price of the Holden Humphrey Acquisition was $33.4 million, net of cash acquired, and inclusive of estimated working capital at closing of approximately $10.8 million, which is subject to post-closing adjustments. Holden Humphrey offers a wide range of specialty building product categories, with an emphasis on siding, wood decking, and trim products. The Holden Humphrey Acquisition is aligned with our strategy to increase the proportion of our sales attributable to general line products, and will enable BMD to offer new and expanded product lines to many existing customers in the Northeast U.S.

During the year ended December 31, 2024, BMD acquired assets of door and millwork operations in Boise, Idaho and Lakeland, Florida (collectively, the 2024 Acquisitions). The purchase price of the 2024 Acquisitions was $8.1 million, inclusive of a $1.3 million contingent liability reflecting the acquisition date fair value of earn-out payments. During 2024, we paid a combined $6.8 million in cash for the 2024 Acquisitions.