BlueLinx Holdings Inc.

2. Business Combination

On October 31, 2025, BlueLinx Corporation, a wholly owned subsidiary of BlueLinx Holdings Inc., entered into an equity purchase agreement (the “Purchase Agreement”) to purchase 100% of the equity interest of Disdero Lumber Co., LLC (“Disdero”). Disdero is engaged in the business of wholesale distribution of premium specialty building materials that include a complete line of clear lumber and distinctive wood architectural elements that are sold into nearly all 50 states. Disdero’s products are used primarily in the construction of high-end, custom homes and decks, as well as upscale multi-family residential and commercial properties. The acquisition of Disdero is expected to serve as a catalyst for the Company’s growth by using the Company’s existing distribution network to offer Disdero’s premium specialty products to many of the Company’s existing customers not currently served by Disdero. Additionally, the Disdero acquisition is expected to enhance the Company’s specialty products focus as well as its geographic expansion and channel diversification strategies.

The purchase price on October 31, 2025 was approximately $95.4 million ($95.2 million net after considering cash acquired), which the Company paid from cash on hand. The purchase price is subject to customary adjustments, such as adjustments for working capital balances.

The acquisition of Disdero was accounted for as a business combination using the acquisition method under ASC 805, Business Combination. The assets acquired and liabilities assumed in the Disdero acquisition are reflected on the Company’s consolidated balance sheet as of the close of business on October 31, 2025. Disdero’s results of operations and cash flows are included in the Company’s consolidated financial results beginning at the start of business on November 1, 2025.

The acquisition of Disdero includes preliminary fair value estimates of $11.9 million for goodwill and $64.3 million for intangible assets (customer relationships, trade name, and non-compete agreements) as of the October 31, 2025 acquisition date.

In determining these preliminary fair value amounts, the Company utilized a benchmarking approach based on the Company’s prior acquisitions and the prior acquisitions of similar acquirers or acquirees. Upon subsequent completion of the purchase price allocation, any revised fair value amounts assigned to the intangible assets and resulting goodwill may differ materially from the preliminary estimates under the benchmarking process.

After revisions are made to the preliminary fair value amounts estimated under benchmarking as described above, the fair value estimates for inventory, lease obligations, property & equipment, accounts receivable, accounts payable, other assets, and other liabilities are also subject to subsequent changes during the measurement period, as defined and permitted by ASC 805. Any changes to the fair values amounts during the measurement period will be recorded to the applicable assets and liabilities with the residual amount allocated to goodwill. The measurement period cannot extend beyond one year from the acquisition date.

The following table summarizes the components of the consideration for Disdero:

The excess of total purchase price, which includes the aggregate cash consideration paid in excess of the fair value of the tangible and intangible assets acquired less liabilities assumed, was recorded as goodwill. The goodwill recognized is attributable to the expected operating synergies and growth potential that we expect to realize from the acquisition. Goodwill also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce. The goodwill resulting from the Disdero acquisition is expected to be tax deductible.

The estimated useful life for the customer relationships and non-compete agreements is 12 years and 5 years, respectively, based on the benchmarking process described above, and these useful life estimates may subsequently change. At this time, the Company plans to operate the acquired Disdero business under the Disdero trade name indefinitely, and therefore the trade name has been assigned an indefinite life and is not being amortized at this time.

The Company incurred expensed acquisition-related costs for the Disdero acquisition of approximately $1.2 million in fiscal 2025. This amount is reported within Other operating expenses on the Company’s consolidated statement of operations.