BlueLinx Holdings Inc. Files 8-K: Director Changes & Officer Appointments

TL;DR

BlueLinx filed an 8-K detailing director departures, new elections, and officer appointments. Keep an eye on leadership changes.

AI Summary

BlueLinx Holdings Inc. filed an 8-K on December 15, 2025, reporting on the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also includes Regulation FD disclosures and financial statements/exhibits, with the earliest event reported as December 12, 2025.

Why It Matters

This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: medium — Changes in board composition and officer appointments can indicate strategic shifts or internal adjustments that may carry associated risks.

Key Numbers

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

Key Players & Entities

• BlueLinx Holdings Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Marietta, Georgia (location) — Principal executive office address

FAQ

Key Financial Figures

• $0.01 — registered Common Stock, par value $0.01 per share BXC New York Stock Exchange
• $100,000 — Mr. Wilson will receive compensation of $100,000 for his role as Senior Advisor to the C

Filing Documents

• tm2533366d1_8k.htm (8-K) — 33KB
• tm2533366d1_ex10-1.htm (EX-10.1) — 97KB
• tm2533366d1_ex99-1.htm (EX-99.1) — 9KB
• tm2533366d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-25-121125.txt ( ) — 329KB
• bxc-20251212.xsd (EX-101.SCH) — 3KB
• bxc-20251212_lab.xml (EX-101.LAB) — 33KB
• bxc-20251212_pre.xml (EX-101.PRE) — 22KB
• tm2533366d1_8k_htm.xml (XML) — 3KB

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Retirement of Michael Wilson On December 12, 2025, BlueLinx Holdings Inc., a Delaware corporation ("BlueLinx" or the "Company"), and Michael Wilson, the Company's Chief Commercial Officer, entered into a Transition Agreement (the "Agreement"), pursuant to which, among other things, Mr. Wilson will retire effective August 1, 2026 (the "Termination Date"). Under the Agreement, Mr. Wilson will continue to serve in the role of Chief Commercial Officer through January 4, 2026, and then will serve in the role of Senior Advisor to the CEO from January 5, 2026, through August 1, 2026 (the "Transition Period"), during which time Mr. Wilson will, among other things, serve as a senior advisor to the CEO and assist in the smooth transition of his duties through the Termination Date. Under the Agreement, the Company has agreed that (i) Mr. Wilson will receive compensation of $100,000 for his role as Senior Advisor to the CEO during the Transition Period, (ii) Mr. Wilson will receive any bonus that would be payable to him under the terms of the Company's Short-Term Incentive Plan for fiscal year 2025, and (iii) the 3,534 time-based restricted stock units granted to Mr. Wilson in fiscal years 2023, 2024 and 2025 will vest in accordance with their terms in June 2026. Also, pursuant to the Agreement, the Company agreed to ensure that the 2,419 time-based restricted stock units granted to Mr. Wilson in fiscal years 2024 and 2025 that are scheduled to vest in June 2027 will vest on the Termination Date. Payments and benefits under the Agreement are conditioned upon the execution and non-revocation of a customary general release of claims. In addition, under the Agreement, Mr. Wilson confirmed the continued effectiveness of the existing restrictive covenants applicable to him under his existing restrictive covenant agreeme

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Item 7.01 Regulation FD Disclosure. On December 15, 2025, the Company issued a press release announcing Mr. Wilson's transition, and the appointment of Leo Oei, who currently serves as Vice President, National Accounts, reporting to Mr. Wilson, to succeed Mr. Wilson as Chief Commercial Officer, effective as of January 5, 2026. 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.

Financial Statements and Exhibits

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 Transition Agreement between BlueLinx Corporation and Michael Wilson, dated December 12, 2025. 99.1 Press Release dated December 15, 2025, regarding the departure of Mr. Michael Wilson and appointment of Mr. Leo Oei. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. B lueLinx Holdings Inc. Dated: December 15, 2025 By: /s/ C. Kelly Wall C. Kelly Wall Senior Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR