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BlueLinx Holdings Inc.

For the period ended Jan 3, 2026. Filed Feb 24, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Feb 24, 2026

BXC$60.62-8.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

For the fiscal year ended January 3, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________to ___________

Commission file number:001-32383

BlueLinx Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware77-0627356
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
1950 Spectrum Circle, Suite 300
MariettaGA30067
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:770-953-7000

Securities registered pursuant to Section 12(b) of the Act

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareBXCNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑

If securities are registered pursuant to Section 12(b) of registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the fling reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §232.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☑

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 28, 2025, was $615,213,431, based on the closing price on the New York Stock Exchange of $74.26 per share on June 27, 2025.

As of February 20, 2026, the registrant had 7,866,824 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Specifically identified portions of Part III of this Annual Report on Form 10-K incorporate by reference to the registrant’s definitive Proxy Statement for the 2026 annual meeting of shareholders, to be filed with the Securities and Exchange Commission within 120 days of the close of the fiscal year ended January 3, 2026.

ANNUAL REPORT ON FORM 10-K

For the fiscal year ended January 3, 2026

TABLE OF CONTENTS

PART I
ITEM 1Business4
ITEM 1ARisk Factors9
ITEM 1BUnresolved Staff Comments22
ITEM 1CCybersecurity22
ITEM 2Properties23
ITEM 3Legal Proceedings23
ITEM 4Mine Safety Disclosures23
PART II
ITEM 5Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities24
ITEM 6[Reserved]25
ITEM 7Management’s Discussion and Analysis of Financial Condition and Results of Operations26
ITEM 7AQuantitative and Qualitative Disclosures about Market Risk38
ITEM 8Financial Statements and Supplementary Data39
ITEM 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosure80
ITEM 9AControls and Procedures80
ITEM 9BOther Information83
ITEM 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections83
PART III
ITEM 10Directors, Executive Officers, and Corporate Governance84
ITEM 11Executive Compensation84
ITEM 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters84
ITEM 13Certain Relationships and Related Transactions, and Director Independence85
ITEM 14Principal Accountant Fees and Services85
PART IV
ITEM 15Exhibits and Financial Statement Schedules86
Signatures91

As used herein, unless the context otherwise requires, “BlueLinx,” the “Company,” “we,” “us,” and “our” refer to BlueLinx Holdings Inc. and its wholly-owned subsidiaries. Reference to “fiscal 2025” refers to the 53-week period ending January 3, 2026. Reference to “fiscal 2024” refers to the 52-week period ended December 28, 2024. Reference to “fiscal 2023” refers to the 52-week period ended December 30, 2023.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report” or “Form 10-K”) contains forward-looking statements. Forward-looking statements include, without limitation, any statements that predict, forecast, indicate or imply future results, performance, liquidity levels or achievements, and may contain the words “believe,” “anticipate,” “could,” “expect,” “estimate,” “intend,” “may,” “project,” “plan,” “should,” “will,” “will be,” “will likely continue,” “will likely result,” “would,” or words or phrases of similar meaning. Forward-looking statements are based on estimates and assumptions made by our management that, although believed by us to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties that may cause our business, strategy, or actual results to differ materially from the forward-looking statements. These risks and uncertainties include those discussed under the heading “Risk Factors” in Part I, Item 1A, those discussed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7, and those discussed elsewhere in this report and in future reports that we file with the Securities and Exchange Commission. We operate in a changing environment in which new risks can emerge from time to time. It is not possible for management to predict all of these risks, nor can it assess the extent to which any factor, or a combination of factors, may cause our business, strategy, or actual results to differ materially from those contained in forward-looking statements. Given these risks and uncertainties, we caution you not to place undue reliance on forward-looking statements. All forward-looking statements are made only as of the date hereof, and we expressly disclaim any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

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