BlueLinx Holdings Inc. Files 8-K for Material Agreement

TL;DR

BlueLinx filed an 8-K on 11/3/25 for a material agreement dated 10/31/25.

AI Summary

BlueLinx Holdings Inc. filed an 8-K on November 3, 2025, reporting a material definitive agreement as of October 31, 2025. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Marietta, Georgia.

Why It Matters

This 8-K filing indicates a significant new agreement for BlueLinx Holdings Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: low — This filing is a standard 8-K reporting a material definitive agreement and does not inherently suggest immediate high risk.

Key Numbers

• 001-32383 — SEC File Number (Identifies the company's filing history with the SEC.)
• 77-0627356 — EIN (Employer Identification Number for tax purposes.)

Key Players & Entities

• BlueLinx Holdings Inc. (company) — Registrant
• October 31, 2025 (date) — Date of earliest event reported
• November 3, 2025 (date) — Filing date
• Marietta, Georgia (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share BXC New York Stock Exchange
• $96 m — gregate purchase price of approximately $96 million, on a debt-free, cash-free basis,

Filing Documents

• tm2529792d1_8k.htm (8-K) — 33KB
• tm2529792d1_ex10-1.htm (EX-10.1) — 456KB
• tm2529792d1_ex99-1.htm (EX-99.1) — 14KB
• tm2529792d1_ex99-1img01.jpg (GRAPHIC) — 3KB
• 0001104659-25-105300.txt ( ) — 777KB
• bxc-20251031.xsd (EX-101.SCH) — 3KB
• bxc-20251031_lab.xml (EX-101.LAB) — 33KB
• bxc-20251031_pre.xml (EX-101.PRE) — 22KB
• tm2529792d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 31, 2025, BlueLinx Corporation ("OpCo"), a Georgia corporation and a wholly owned subsidiary of BlueLinx Holdings Inc., a Delaware corporation (the "Company"), entered into an Equity Purchase Agreement (the "Purchase Agreement") with Disdero Lumber Co., LLC, an Oregon limited liability company ("Disdero"), and Tumac Lumber Co., Inc., a Washington corporation and the sole member of Disdero ("Tumac"). Disdero is engaged in the business of wholesale distribution of premium specialty building materials. Under the Purchase Agreement, OpCo acquired all of the issued and outstanding membership interests of Disdero from Tumac for an aggregate purchase price of approximately $96 million, on a debt-free, cash-free basis, of the acquisition, Disdero became a direct wholly owned subsidiary of OpCo, and an indirect wholly owned subsidiary of the Company. The Purchase Agreement contains customary covenants and agreements, as well as representations and warranties regarding Disdero, its assets and its business. The Purchase Agreement also contains certain limited indemnification provisions. The acquisition was financed using cash on hand. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein. The Purchase Agreement contains usual and customary representations and warranties that the parties to such agreement made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Purchase Agreement among the parties, and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiati

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 3, 2025, the Company issued a press release announcing its entry into the Purchase Agreement and the acquisition of Disdero pursuant thereto. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference. The information included in this Item 7.01, as well as Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: The following exhibits are attached with this Current Report on Form 8-K: Exhibit No. Exhibit Description 10.1 Equity Purchase Agreement, dated October 31, 2025, by and among BlueLinx Corporation, Tumac Lumber Co., Inc. and Disdero Lumber Co., LLC* 99.1 Press Release, dated November 3, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601 (a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BlueLinx Holdings Inc. Dated: November 3, 2025 By: /s/ C. Kelly Wall C. Kelly Wall Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR