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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 001-40620
BUILDERS FIRSTSOURCE, INC.
(Exact name of registrant as specified in its charter)
Delaware
52-2084569
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
6031 Connection Drive, Suite 400
Irving, Texas
75039
(Address of principal executive offices)
(Zip Code)
(214) 880-3500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common stock, par value $0.01 per share
BLDR
New York Stock Exchange
NYSE Texas
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 ☒ No ☐
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 ☒ No ☐
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 is a shell company (as defined by Rule 12b-2 of the Exchange Act).Yes ☐ No ☒
The number of shares of the issuer’s common stock, par value $0.01, outstanding as of April 24, 2026, was 107,559,876.
Index to Form 10-Q
Page
PART I — FINANCIAL INFORMATION
3
Item 1.
Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2026 and 2025
Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2026, and December 31, 2025
4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months ended March 31, 2026 and 2025
5
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2026 and 2025
6
Notes to Condensed Consolidated Financial Statements (Unaudited)
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
14
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
18
Item 4.
Controls and Procedures
PART II — OTHER INFORMATION
19
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 5.
Other Information
Item 6.
Exhibits
20
2
Item 1. Financial Statements (unaudited)
BUILDERS FIRSTSOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months EndedMarch 31,
(in thousands, except per share amounts)
2026
2025
Net sales
$
3,287,077
3,657,496
Cost of sales
2,358,111
2,542,255
Gross margin
928,966
1,115,241
Selling, general and administrative expenses
912,450
930,800
Income from operations
16,516
184,441
Interest expense, net
74,392
64,892
Income (loss) before income taxes
(57,876
)
119,549
Income tax expense (benefit)
(10,462
23,245
Net income (loss)
(47,414
96,304
Net income (loss) per share:
Basic
(0.43
0.85
Diluted
0.84
Weighted average common shares:
109,870
113,675
114,339
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value amounts)
March 31,2026
December 31,2025
ASSETS
Current assets:
Cash and cash equivalents
98,342
181,753
Accounts receivable, less allowances of $43,461 and $42,511, respectively
1,163,011
1,061,011
Other receivables
385,779
330,013
Inventories, net
1,189,402
1,094,684
Contract assets
150,611
133,011
Other current assets
128,958
126,811
Total current assets
3,116,103
2,927,283
Property, plant and equipment, net
2,155,071
2,204,184
Operating lease right-of-use assets, net
616,612
622,188
Goodwill
4,139,898
4,137,377
Intangible assets, net
1,112,852
1,183,793
Deferred income taxes
23,662
23,000
Other assets, net
138,896
139,705
Total assets
11,303,094
11,237,530
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
924,611
714,710
Accrued liabilities
531,002
566,325
Contract liabilities
180,543
168,440
Current portion of operating lease liabilities
111,423
111,132
Current maturities of long-term debt
24,285
14,334
Total current liabilities
1,771,864
1,574,941
Noncurrent portion of operating lease liabilities
542,933
547,772
Long-term debt, net of current maturities, discounts and issuance costs
4,613,278
4,427,033
229,691
177,975
Other long-term liabilities
141,108
157,558
Total liabilities
7,298,874
6,885,279
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000 shares authorized; zero shares issued and outstanding
—
Common stock, $0.01 par value, 300,000 shares authorized; 107,518 and 110,585 shares issued and outstanding, respectively
1,075
1,106
Additional paid-in capital
4,003,145
4,197,279
Retained earnings
153,866
Total stockholders’ equity
4,004,220
4,352,251
Total liabilities and stockholders’ equity
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
148,360
145,031
51,054
(10,638
Stock-based compensation expense
13,628
14,238
Other non-cash adjustments
1,919
(6,774
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
Receivables
(157,768
30,599
(88,382
(82,503
(17,600
(10,851
(2,141
(15,013
Other assets and liabilities
550
(16,213
211,270
142,891
(37,744
(166,294
11,722
11,551
Net cash provided by operating activities
87,454
132,328
Cash flows from investing activities:
Cash used for acquisitions, net of cash acquired
(12,407
(824,795
Purchases of property, plant and equipment
(46,745
(99,974
Proceeds from sale of property, plant and equipment
1,969
12,713
Cash used for equity investments
(664
Net cash used in investing activities
(57,847
(912,056
Cash flows from financing activities:
Borrowings under revolving credit facility
240,000
1,142,000
Repayments under revolving credit facility
(40,000
(367,000
Repayments of long-term debt and other loans
(679
(754
Payments of acquisition-related deferred and contingent consideration
(900
(322
Tax withholdings on and exercises of equity awards
(11,372
(20,102
Repurchase of common stock
(300,067
(12,347
Net cash (used in) provided by financing activities
(113,018
741,475
Net change in cash and cash equivalents
(83,411
(38,253
Cash and cash equivalents at beginning of period
153,624
Cash and cash equivalents at end of period
115,371
Supplemental disclosures of cash flow information:
Cash paid for interest
85,196
88,678
Cash paid for income taxes
730
1,856
Supplemental disclosures of non-cash activities:
Accrued consideration for acquisitions
604
3,184
Accrued purchases of property, plant and equipment
2,921
7,322
Right-of-use assets obtained in exchange for operating lease obligations
22,143
24,121
Amounts accrued related to repurchases of common stock
2,806
403
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Additional
Common Stock
Paid-in
Retained
Shares
Amount
Capital
Earnings
Total
Balance at December 31, 2024
113,578
1,136
4,271,269
24,065
4,296,470
Vesting of restricted stock units
376
(4
Repurchase of common stock (1)
(97
(1
(12,749
(12,750
Exercise of stock options
9
77
Shares withheld for restricted stock units vested
(140
(2
(20,177
(20,179
Net income
Balance at March 31, 2025
113,726
1,137
4,265,403
107,620
4,374,160
Balance at December 31, 2025
110,585
341
(3
Repurchase of common stock (2)(3)
(3,283
(33
(196,388
(106,452
(302,873
21
(127
(11,392
(11,393
Net loss
Balance at March 31, 2026
107,518
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
Builders FirstSource, Inc., a Delaware corporation formed in 1998, is a leading supplier of building materials, manufactured components and construction services to professional contractors, sub-contractors, and consumers. The Company operates approximately 570 locations in 43 states across the United States. In this quarterly report, references to the “Company,” “we,” “our,” “ours” or “us” refer to Builders FirstSource, Inc. and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Intercompany transactions are eliminated in consolidation.
The Condensed Consolidated Balance Sheet as of December 31, 2025, is derived from the audited consolidated financial statements but does not include all disclosures required by Generally Accepted Accounting Principles in the United States of America (“GAAP”). The Condensed Consolidated Balance Sheet as of December 31, 2025, and the unaudited condensed consolidated financial statements included herein should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2025, included in our most recent annual report on Form 10-K for the year ended December, 31 2025 (“2025 Form 10-K”). Accounting policies used in the preparation of these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our 2025 Form 10-K.
Business Combinations
When they meet the requirements under ASC 805, Business Combinations, merger and acquisition transactions are accounted for using the acquisition method, and accordingly the results of operations of the acquiree are included in the Company’s 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, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill.
Segments
We offer an integrated solution to our customers providing manufacturing, supply, and installation of a full range of structural and related building products. Given the span and depth of our geographical reach, our locations are organized into three geographical divisions (East, Central, and West), which are also our operating segments. All of our operating segments have similar customers, products and services, and distribution methods.
Due to these similarities, along with the similar economic profitability achieved across all our operating segments, we aggregate our three operating segments into one reportable segment in accordance with GAAP. Centrlalized financial and operational oversight, including resource allocation and assessment of performance, is performed by our principal executive officer (“CEO”), whom we have determined to be our chief operating decision maker (“CODM”).
The accounting policies of our reportable segment are consistent with the accounting policies described in the Notes to Consolidated Financial Statements included in our 2025 Form 10-K.
Cloud Computing Arrangements
We assess cloud computing arrangements to determine whether the contract meets the definition of a service contract or conveys a software license. When cloud computing arrangements meet the definition of a service contract, we capitalize expenditures for implementation, set-up, and other upfront costs incurred. Once the implementation of a cloud computing arrangement is complete and ready for its intended use, we amortize the costs over the expected term of the hosting arrangement using the straight-line method to the same income statement line as the associated cloud operating expenses. We had capitalized costs, net of amortization, included in other current assets totaling $21.8 million as of March 31, 2026, and $21.8 million as of December 31, 2025. We had capitalized costs, net of amortization, included in other assets, net totaling $76.6 million as of March 31, 2026, and $80.6 million as of December 31, 2025. For the three months ended March 31, 2026, we amortized $5.2 million for these costs, which are included in selling, general and administrative expenses within the Condensed Consolidated Statements of Operations. We did not have any amortization expense related to these costs for the three months ended March 31, 2025.
Comprehensive Income (Loss)
Comprehensive income (loss) is equal to net income (loss) for all periods presented.
Equity Investments
The Company’s equity investments are accounted for using equity method accounting and are recorded as other assets, net in the accompanying Condensed Consolidated Balance Sheets and are not considered significant to the Company.
Reclassifications
The prior period revenue by product category amounts disclosed in Note 3 have been reclassified to conform to current year presentation. These reclassifications had no impact on net income (loss), total assets and liabilities, stockholders’ equity or cashflows as previously reported.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued Accounting Standards Update No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application and early adoption is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The standard applies to costs incurred to develop or obtain software for internal use. ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods, with early adoption permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
2. Business Combinations
On January 2, 2026, we completed the acquisition of Premium Building Components (“PBC”) for approximately $13.0 million, net of cash acquired. PBC is based in New York and supplies trusses and wall panels to customers from western New York to Maine and Delaware.
During the first three months of 2025, we completed the acquisitions of Alpine Lumber Company (“Alpine Lumber”) and O.C. Cluss Lumber Company (“Cluss Lumber”) for a combined total of approximately $828.0 million, net of cash acquired. Alpine Lumber was the largest independently operated supplier of building materials in Colorado and northern New Mexico. Alpine Lumber serves the Colorado Front Range, western Colorado and northern New Mexico through its 21 operating locations, and provides a broad product range, including prefabricated trusses and wall panels, and millwork. Cluss Lumber is a supplier of lumber and building materials to southwestern Pennsylvania, western Maryland and northern West Virginia.
The acquisitions were funded with a combination of cash on hand and borrowings under our $2.2 billion revolving credit facility due May 20, 2030 (the “Revolving Facility”). The transactions were accounted for by the acquisition method, and accordingly, the results of operations have been included in the Company’s consolidated financial statements from the acquisition dates. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition dates, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.
Pro forma financial information for the acquisitions discussed above for 2026 and 2025 are not presented as these acquisitions did not have a material impact on our results of operations, individually or in the aggregate for each respective period.
The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for acquisitions during the periods ended March 31, 2026, and March 31, 2025:
8
Total Acquisitions
2,785
Accounts receivable
38,058
6,842
Inventories
6,336
54,031
721
Property, plant and equipment
2,619
184,104
Operating lease right-of-use assets
1,145
3,386
Intangible assets
1,925
287,951
Other assets
41
12,031
577,919
16
11,107
18,189
380
4,988
Operating lease liabilities
1,541
37,670
2,521
290,515
Total purchase consideration
13,011
830,764
Accrued contingent consideration and purchase price adjustments
(604
(3,184
Less: cash acquired
(2,785
Total cash consideration
12,407
824,795
3. Revenue
The following table disaggregates our net sales by product category:
Manufactured products
734,526
850,757
Windows, doors and millwork
853,790
934,387
Specialty building products and services
853,391
903,874
Lumber and lumber sheet goods
845,370
968,478
As our product alignment continues to be refined, we have reclassified prior periods’ net sales by product category to conform to current period presentation. The impact to each of the prior periods’ net sales for each product category was approximately 1% for the three months ended March 31, 2025.
The timing of revenue recognition, invoicing, and cash collection results in accounts receivable, unbilled receivables, contract assets, and contract liabilities. Contract assets include unbilled amounts when the revenue recognized exceeds the amount billed to the customer, and amounts representing a right to payment from previous performance that is conditional on something other than passage of time, such as retainage. Contract liabilities consist of customer advances and deposits, and deferred revenue.
Through March 31, 2026, and 2025, we recognized as revenue approximately 72% and 70% of the contract liabilities balances outstanding as of December 31, 2025, and 2024, respectively.
4. Net Income (Loss) per Common Share
Net income (loss) per common share (“EPS”) is calculated in accordance with the Earnings per Share topic of the FASB Accounting Standards Codification, which requires the presentation of basic and diluted EPS. Basic EPS is computed using the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, plus the dilutive effect of potential common shares.
The table below presents the calculation of basic and diluted EPS:
Numerator:
Denominator:
Weighted average shares outstanding, basic
Dilutive effect of options and RSUs
664
Weighted average shares outstanding, diluted
Antidilutive and contingent RSUs excluded from diluted EPS
82
5. Goodwill
The following table sets forth the changes in the carrying amount of goodwill:
Balance as of December 31, 2025 (1)
Acquisitions
Balance as of March 31, 2026 (1)
(1) Goodwill is presented net of historical accumulated impairment losses of $44.6 million.
In 2026, the change in the carrying amount of goodwill is attributable to the acquisition completed during the period. As of March 31, 2026, no impairment triggering events have occurred. The amount allocated to goodwill is attributable to the assembled workforce, synergies and expected growth from the expanded product and service offerings of the acquisition. The goodwill recognized from the current year acquisition is expected to be deductible and amortized ratably over a 15-year period for tax purposes.
6. Intangible Assets
The following table presents intangible assets as of:
March 31, 2026
December 31, 2025
Gross Carrying Amount
Accumulated Amortization
Customer relationships
2,585,441
(1,542,454
2,583,516
(1,474,467
Developed technology
95,600
(49,157
(46,503
Trade names
74,950
(53,433
(51,717
Non-compete agreements
13,050
(11,145
(10,636
Total intangible assets
2,769,041
(1,656,189
2,767,116
(1,583,323
In connection with the current year acquisition, we recorded customer relationship intangible assets of $1.9 million, with a useful life of 2.0 years. The fair value of the acquired customer relationship intangible assets was primarily estimated by applying the multi-period excess earnings method, which involved the use of significant estimates and assumptions primarily related to forecasted revenue growth rates, gross margin, contributory asset charges, customer attrition rates, and market-participant discount rates. These measures are based on significant Level 3 inputs not observable in the market. Key assumptions developed based on the Company’s historical experience, future projections and comparable market data include future cash flows, long-term growth rates, attrition rates and discount rates.
During the three months ended March 31, 2026 and 2025, we recorded amortization expense in relation to the above-listed intangible assets of $72.9 million and $73.3 million, respectively.
10
The following table presents the estimated amortization expense for intangible assets for the years ending December 31:
2026 (from April 1, 2026)
206,153
2027
217,128
2028
162,008
2029
103,000
2030
83,280
Thereafter
341,283
Total future intangible amortization expense
7. Accrued Liabilities
Accrued liabilities consisted of the following as of:
Accrued payroll and other employee related expenses
166,432
241,870
Self-insurance reserves
153,084
95,194
Accrued business and other taxes
72,627
68,071
Accrued interest
50,917
63,202
Accrued professional service fees
28,595
26,928
Accrued rebates payable
20,629
33,125
Other
38,718
37,935
Total accrued liabilities
8. Long-Term Debt
Long-term debt consisted of the following as of:
Revolving credit facility (1)
200,000
4.25% 2032 notes
1,300,000
6.375% 2034 notes
1,000,000
6.75% 2035 notes
750,000
6.375% 2032 notes
700,000
5.00% 2030 notes
550,000
Other finance obligations
179,037
183,891
Finance lease obligations
911
1,155
4,679,948
4,485,046
Unamortized debt discount/premium and debt issuance costs
(42,385
(43,679
4,637,563
4,441,367
Less: current maturities of long-term debt
(1) The weighted average interest rate was 4.7% as of March 31, 2026.
The Company’s Revolving Facility and outstanding senior unsecured notes are discussed in more detail in our 2025 Form 10-K.
Fair Value
As of March 31, 2026, and December 31, 2025, the Company does not have any financial instruments that are measured at fair value on a recurring basis. We have elected to report the value of our Revolving Facility, 4.25% senior notes due 2032 (the “4.25% 2032 Notes”), 6.375% senior notes due 2034 (the “6.375% 2034 Notes”), 6.75% senior notes due 2035 (the “6.75% 2035 Notes”), 6.375% senior notes due 2032 (the “6.375% 2032 Notes”), and 5.00% senior notes due 2030 (the “5.00% 2030 Notes”), at amortized cost. The fair values of the 4.25% 2032 Notes, 6.375% 2034 Notes, 6.75% 2035 Notes, 6.375% 2032 Notes, and 5.00% 2030 Notes at March 31, 2026 were approximately $1.2 billion, $1.0 billion, $749.1 million, $702.6 million, and $536.3 million, respectively, which were determined using Level 2 inputs based on market prices.
We were not in violation of any covenants or restrictions imposed by any of our debt agreements at March 31, 2026.
11
9. Employee Stock-Based Compensation
Time Based Restricted Stock Unit Grants
In the first three months of 2026, our board of directors granted 542,500 restricted stock units (“RSUs”) to employees under our 2014 Incentive Plan for which vesting is based solely on continuous employment over the requisite service period. These grants vest over a service period between one and three years. The weighted average grant date fair value for these RSUs was $89.16 per unit, which was based on the closing stock price on the respective grant dates.
Performance, Market and Service Condition Based Restricted Stock Unit Grants
In the first three months of 2026, our board of directors granted 218,500 RSUs to employees under our 2014 Incentive Plan, which cliff vest on the third anniversary of the grant date based on the Company’s level of achievement of performance goals relating to return on invested capital over a three-year period (the “performance condition”) and continued employment during the performance period (the “service condition”). The total number of shares of common stock that may be earned from the performance condition ranges from zero to 200% of the RSUs granted. The number of shares earned from the performance condition may be further increased or decreased by 10% based on the Company’s total shareholder return relative to a peer group during the performance period (the “market condition”). The grant date fair value for these RSUs, with consideration of the market condition, was $88.88 per unit, which was determined using the Monte Carlo simulation model, applying the following assumptions:
Expected volatility (Company)
45.2%
Expected volatility (peer group median)
31.0%
Correlation between the Company and peer group median
0.5
Expected dividend yield
0.0%
Risk-free rate
3.7%
The expected volatilities and correlation are based on the historical daily returns of our common stock and the common stocks of the constituents of our peer group over the most recent period equal to the measurement period. The expected dividend yield is based on our history of not paying regular dividends in the past and our current intention to not pay regular dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant and has a term equal to the measurement period.
10. Income Taxes
A reconciliation of the statutory federal income tax rate to our effective rate for continuing operations is provided below:
Statutory federal income tax rate
21.0
%
State income taxes, net of federal income tax
3.0
2.3
Stock-based compensation windfall benefit
(4.1
(3.0
Permanent differences and other
(1.8
(0.9
Effective tax rate for continuing operations
18.1
19.4
We base our estimate of deferred tax assets and liabilities on current tax laws and rates. In certain cases, we also base our estimate on business plan forecasts and other expectations about future outcomes. Changes in existing tax laws or rates could affect our actual tax results, and future business results may affect the amount of our deferred tax liabilities or the valuation of our deferred tax assets over time. Due to uncertainties in the estimation process, particularly with respect to changes in facts and circumstances in future reporting periods, as well as the residential homebuilding industry’s cyclicality and sensitivity to changes in economic conditions, it is possible that actual results could differ from the estimates used in previous analyses. These differences could have a material impact on our consolidated results of operations or financial position.
On July 4, 2025, H.R.1 - One Big Beautiful Bill was enacted into law (the “Act”). The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The Company’s deferred income tax liabilities as of March 31, 2026, and December 31, 2025, were $229.7 million and $178.0 million, respectively. The increase was primarily due to the bonus depreciation and domestic research cost expensing elements of the Act. The Act did not have a material impact on our income tax expense (benefit) for the period ended March 31, 2026, and we do not expect it to materially change our effective income tax rate for the year ending December 31, 2026. We anticipate the Act will have a material impact on our future financial results including cash flows. The permanent extension of 100% bonus depreciation and reinstating the expensing of domestic research costs is anticipated to reduce our cash tax payments in current and future years, and to increase our operating cash flows.
12
11. Commitments and Contingencies
As of March 31, 2026, we had outstanding letters of credit totaling $76.0 million under our Revolving Facility that principally support our self-insurance programs.
The Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company’s existing insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the nature of the claims is complex. Although the Company cannot estimate a reasonable range of loss based on currently available information, the resolution of these matters could materially affect the Company's financial position, results of operations or cash flows.
In addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in amounts in excess of our self-insured retention that we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect to such claims and lawsuits. Although the ultimate disposition of these other proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are pending or threatened, either individually or on a combined basis, will not materially affect our consolidated financial position, cash flows or results of operations. However, there can be no assurances that future adverse judgments and costs would not be material to our results of operations or liquidity for a particular period.
12. Significant Segment Expenses
The primary measures reviewed by the CODM, including revenue, gross margin, and income (loss) before income taxes, are shown in these condensed consolidated financial statements. The CODM uses these measures to assess performance for the reportable segment and to decide how to allocate resources. Gross margin and income (loss) before income taxes are driven by the segment’s significant expense items of cost of sales and compensation and benefits, as well as other segment items. Cost of sales is shown in these condensed consolidated financial statements. Compensation and benefits, which are reported within selling, general, and administrative expenses in these condensed consolidated financial statements, were $0.5 billion and $0.6 billion for the three months ended March 31, 2026 and 2025, respectively. Other segment items are substantially all the remaining selling, general, and administrative expenses reported in these condensed consolidated financial statements. The measure of segment assets is reported on the Condensed Consolidated Balance Sheet as total assets.
13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the year ended December 31, 2025, included in our 2025 Form 10-K. The following discussion and analysis should also be read in conjunction with the unaudited condensed consolidated financial statements appearing elsewhere in this report.
Cautionary Statement
Statements in this report and the schedules hereto that are not purely historical facts or that necessarily depend upon future events, including statements about expected market share gains, forecasted financial performance, industry and business outlook or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Readers are cautioned not to place undue reliance on forward-looking statements. In addition, oral statements made by the Company’s directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. All forward-looking statements are based upon currently available information and the Company’s current assumptions, expectations and projections about future events. Forward-looking statements are by nature inherently uncertain, and actual results or events may differ materially from the results or events described in the forward-looking statements as a result of many factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control or may be currently unknown to the Company, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements; such risks or uncertainties include those related to the Company’s growth strategies, including acquisitions, organic growth and digital and technology strategies, including the Company’s ability to drive growth by incorporating artificial intelligence and machine learning solutions into its platform, or the dependence of the Company’s revenues and operating results on, among other things, the homebuilding industry and, to a lesser extent, repair and remodel activity, which in each case is dependent on economic conditions, including inflation, interest rates, home size and affordability, consumer confidence, labor and supply shortages, tariffs and duties and also lumber and other commodity prices. The Company may not succeed in addressing these and other risks. Further information regarding the risk factors that could affect the Company’s financial and other results can be found in the risk factors section of the Company’s 2025 Form 10-K and may also be described from time to time in the other reports the Company files with the Securities and Exchange Commission. Consequently, all forward-looking statements in this report are qualified by the factors, risks and uncertainties contained therein.
COMPANY OVERVIEW
We are a leading provider of building materials for professional builders in new residential construction and repair and remodeling. We deliver integrated homebuilding solutions by manufacturing, supplying, and installing a full range of structural and related building products. The Company operates approximately 570 locations in 43 states across the United States, which are internally organized into geographic operating divisions. Due to the similar economic characteristics, categories of products, distribution methods and customers, our operating divisions are aggregated into one reportable segment.
Our leading network of strategically located manufacturing facilities produces factory-built roof and floor trusses, wall panels, vinyl windows, custom millwork and trim, manufactured and semi-custom modular homes, as well as engineered wood that we design and cut specifically for each home. We also assemble interior and exterior doors into pre-hung units for easy installation. Additionally, we distribute a wide range of building products, including lumber, sheet goods, windows, doors, millwork, and specialty items. Our services, which vary by market, include, among others, professional installation, turnkey framing, and shell construction. Supported by the latest construction innovations and digital solutions, we help drive greater efficiency across homebuilding.
RECENT DEVELOPMENTS
On January 2, 2026, we completed the acquisition of PBC for an aggregate purchase price of approximately $13.0 million, net of cash acquired. Among other opportunities, this acquisition further expands our market footprint and provides additional operations in our value-added product categories. This transaction is described in further detail in Note 2 to the condensed consolidated financial statements included in Item 1 of this quarterly report on Form 10-Q.
Company Shares Repurchases
During the three months ended March 31, 2026, the Company repurchased 3.3 million shares at a weighted average price of $92.25 per share, for a total cost of $302.9 million, inclusive of applicable fees and taxes. On April 29, 2026, the Company’s Board of Directors authorized the repurchase of up to $500.0 million of the Company’s outstanding shares of common stock, inclusive of the approximately $200.0 million remaining under the Company’s prior $500.0 million April 30, 2025, share repurchase authorization.
CURRENT OPERATING CONDITIONS AND OUTLOOK
Housing starts data for the full first quarter of 2026 are not presented in this Quarterly Report on Form 10-Q due to the timing of the U.S. Census Bureau’s publication. According to the U.S. Census Bureau, as of January 2026, the seasonally adjusted annual rate U.S. single-family housing starts were 935 thousand, representing a decrease of 6.5%, compared to the comparable period of 2025.
A composite of third-party sources, including the National Association of Home Builders and John Burns Research and Consulting, are forecasting approximately 1.3 million U.S. total housing starts and 930 thousand U.S. single-family housing starts for 2026. These forecasts represent decreases of 3.8% and 1.1%, respectively, compared to 2025 housing starts data, as reported by the U.S. Census Bureau.
We believe the housing industry’s long-term outlook is positive and that it remains underbuilt due to growth in the underlying demographics relative to historical new construction levels. However, consumer confidence and macroeconomic uncertainty, including domestic and global conditions, fluctuations in interest rates, stock market volatility, and the impact of changes in tariffs and inflation, has adversely impacted, and may continue to adversely impact near-term housing industry demand as homes are less affordable for consumers, investors and builders. Despite these challenges, we believe we are well-positioned to grow and capture market share as industry conditions improve in the long term. Our focus remains on managing the business through this cycle by maintaining disciplined working capital practices, including closely monitoring the credit exposure of our customers, maintaining appropriate inventory levels, and by working with our vendors to improve payment terms. We strive to achieve the appropriate balance of short-term expense control while maintaining the expertise and capacity to grow the business.
SEASONALITY AND OTHER FACTORS
Our first and fourth quarters have historically been, and are generally expected to continue to be, adversely affected by weather, causing reduced construction activity during these quarters. In addition, quarterly results historically have reflected, and are expected to continue to reflect, fluctuations from period to period arising from the following:
The composition and level of working capital typically change during periods of increasing sales as we carry more inventory and receivables. Working capital levels typically increase in the first and second quarters of the year due to higher sales during the peak residential construction season. These increases may result in negative operating cash flows during this peak season, which historically have been financed through available cash and borrowing availability under credit facilities. Generally, collection of receivables and reduction in inventory levels following the peak building and construction season positively impact cash flow.
RESULTS OF OPERATIONS
The following table sets forth the percentage relationship to net sales of certain costs, expenses and income (loss) items:
100.0
71.7
69.5
28.3
30.5
27.8
25.4
5.1
2.2
1.9
(0.3
)%
0.6
(1.4
2.6
Three Months Ended March 31, 2026 Compared with the Three Months Ended March 31, 2025
Net Sales. Net sales for the three months ended March 31, 2026, were $3.3 billion, a 10.1% decrease from net sales of $3.7 billion for the three months ended March 31, 2025. Core organic sales decreased net sales by 8.3%, primarily due to a lower starts environment, while commodity price deflation decreased net sales by another 3.3%. These decreases were partially offset by an increase in net sales from acquisitions of 1.5%.
15
The following table shows net sales classified by product category:
Three Months Ended March 31,
(in millions)
Net Sales
% of Net Sales
% Change
Manufactured products (1)
734.5
22.3
850.8
23.3
(13.7
Windows, doors and millwork (1)
853.8
26.0
934.4
25.5
(8.6
853.4
903.8
24.7
(5.6
845.4
25.7
968.5
26.5
(12.7
3,287.1
3,657.5
(10.1
Excluding lumber and lumber sheet goods, we experienced decreased net sales in all product categories primarily due to decreased single-family activity resulting from lower housing starts, partially offset by an increase in net sales from acquisitions. Our lumber and lumber sheet goods category decreased primarily due to commodity price deflation and lower single-family housing starts, partially offset by an increase in net sales from acquisitions.
Gross Margin. Gross margin decreased $0.2 billion to $0.9 billion. Our gross margin percentage decreased to 28.3% in the first quarter of 2026 from 30.5% in the first quarter of 2025, a 2.2% decrease. This decrease was primarily driven by a lower housing starts environment.
Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $18.4 million, or 2.0%, primarily due to decreased variable compensation as a result of decreased sales, partially offset by additional operating expenses from locations acquired within the last twelve months.
As a percentage of net sales, selling, general and administrative expenses increased to 27.8%, up from 25.4%, for the three months ended March 31, 2026 and 2025, respectively, primarily attributable to reduced operating leverage.
Interest Expense, Net. Interest expense was $74.4 million in the first quarter of 2026, an increase of $9.5 million from the first quarter of 2025. The increase was primarily due to higher average debt balances.
Income Tax Expense (Benefit). We recorded income tax benefit of $10.5 million and income tax expense of $23.2 million in the first quarters of 2026 and 2025, respectively. The decrease in the tax expense was primarily driven by a decrease in income before income taxes in the current period. Our effective tax rate was 18.1% in the first quarter of 2026, a decrease from 19.4% in the first quarter of 2025, primarily related to an increase in stock-based compensation benefit.
LIQUIDITY AND CAPITAL RESOURCES
Our primary capital requirements are to fund working capital needs and operating expenses, meet required interest and principal payments, and to fund capital expenditures and potential future growth opportunities. Our capital resources at March 31, 2026, consist of cash on hand and borrowing availability under our Revolving Facility.
Our Revolving Facility is primarily used for working capital, general corporate purposes and funding capital expenditures and growth opportunities. In addition, we may use borrowings under the Revolving Facility to facilitate debt repayment and consolidation, invest in strategic acquisitions, and to fund share repurchases. Availability under the Revolving Facility is determined by a borrowing base. Our borrowing base consists of accounts receivable, inventory, and qualified cash that all meet specific criteria contained within the credit agreement, minus agent specified reserves. Net excess borrowing availability is equal to the maximum borrowing amount minus outstanding borrowings and letters of credit.
The following table shows our borrowing base and excess availability as of:
Accounts receivable availability
800.3
686.2
Inventory availability
877.5
804.2
Gross availability
1,677.8
1,490.4
Less:
Agent reserves
(53.3
(42.6
Plus:
Cash in qualified accounts
79.8
159.1
Borrowing base
1,704.3
1,606.9
Aggregate revolving commitments
2,200.0
Maximum borrowing amount (lesser of borrowing base and aggregate revolving commitments)
Outstanding borrowings
(200.0
Letters of credit
(76.0
(79.6
Net excess borrowing availability on revolving facility
1,428.3
1,527.3
As of March 31, 2026, we had $200.0 million outstanding borrowings under our Revolving Facility, and our net excess borrowing availability was $1.4 billion after being reduced by outstanding letters of credit totaling $76.0 million. Excess availability must equal or exceed a minimum specified amount, currently $170.4 million, or we are required to meet a fixed charge coverage ratio of 1.00 to 1.00. We were not in violation of any covenants or restrictions imposed by any of our debt agreements at March 31, 2026.
Liquidity
Our liquidity at March 31, 2026, was $1.5 billion, which consists of net borrowing availability under the Revolving Facility and cash on hand.
Our level of indebtedness results in significant interest expense and could have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions. From time to time, based on market conditions and other factors and subject to compliance with applicable laws and regulations, we may repurchase or call our notes, repay, refinance or modify our debt or otherwise enter into transactions regarding our capital structure.
If industry conditions deteriorate or if we pursue additional acquisitions, we may be required to raise additional funds through the sale of capital stock or debt in the public capital markets or in privately negotiated transactions. There can be no assurance that any of these financing options would be available on favorable terms, if at all. Alternatives to help supplement our liquidity position could include, but are not limited to, idling or permanently closing additional facilities, adjusting our headcount in response to current business conditions, attempts to renegotiate leases, managing our working capital, and/or divesting of non-core businesses. There are no assurances that these steps would prove successful or materially improve our liquidity position.
Consolidated Cash Flows
Cash provided by operating activities was $87.5 million for the three months ended March 31, 2026, compared to cash provided by operating activities of $132.3 million for the three months ended March 31, 2025. The decrease in cash provided by operating activities was primarily driven by a net loss in the current period compared to net income in the prior-year period, partially offset by an increase in deferred income taxes and a decrease in net working capital in the first three months of 2026.
For the three months ended March 31, 2026, cash used in investing activities decreased $854.2 million compared to the three months ended March 31, 2025, primarily due to using $812.4 million less cash for acquisitions.
Cash used in financing activities was $113.0 million for the three months ended March 31, 2026, which consisted primarily of $200.0 million in net borrowings on the Revolving Facility, offset by $300.1 million for repurchases of common stock. Cash provided by financing activities was $741.5 million for the three months ended March 31, 2025, which consisted primarily of $775.0 million net borrowings on the Revolving Facility.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Critical accounting policies are those that are both important to the accurate portrayal of a company’s financial condition and results, and require subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
To prepare financial statements that conform to generally accepted accounting principles, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Certain estimates are particularly sensitive due to their significance to the financial statements and the possibility that future events may be significantly different from our expectations.
17
Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K for a discussion of our critical accounting estimates and assumptions.
RECENT ACCOUNTING PRONOUNCEMENTS
Information regarding recent accounting pronouncements is discussed in Note 1 to the condensed consolidated financial statements included in Item 1 of this quarterly report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We may experience changes in interest expense if changes in our debt occur. Changes in market interest rates could also affect our interest expense. Borrowings under the Revolving Facility bear interest at either a base rate or SOFR, plus, in each case, an applicable margin. A 1.0% increase in interest rates on the Revolving Facility would result in approximately $2.0 million additional interest expense annually based on our $200.0 million in outstanding borrowings as of March 31, 2026. The Revolving Facility also assesses variable commitment and outstanding letter of credit fees based on quarterly average loan utilization. Our 4.25% 2032 Notes, 6.375% 2034 Notes, 6.75% 2035 Notes, 6.375% 2032 Notes, and 5.00% 2030 Notes, bear interest at a fixed rate, and therefore our interest expense related to these notes would not be affected by an increase in market interest rates.
We purchase certain materials, including lumber products, which are then sold to customers, as well as used as direct production inputs for our manufactured products that we deliver. Short-term changes in the cost of these materials and the related in-bound freight costs, some of which are subject to significant fluctuations, are sometimes, but not always, passed on to our customers. Delays in our ability to pass on material price increases to our customers can adversely impact our operating results.
Item 4. Controls and Procedures
Disclosure Controls Evaluation and Related CEO and CFO Certifications. Our management, with the participation of our principal executive officer (“CEO”) and principal financial officer (“CFO”), conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report.
Certifications of our CEO and our CFO, which are required in accordance with Rule 13a-14 of the Exchange Act, are attached as exhibits to this quarterly report. This “Controls and Procedures” section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.
Limitations on the Effectiveness of Controls. We do not expect that our disclosure controls and procedures will prevent all errors and all fraud. A system of controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Because of the limitations in all such systems, no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Furthermore, the design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how unlikely. Because of these inherent limitations in a cost-effective system of controls and procedures, misstatements or omissions due to error or fraud may occur and not be detected.
Scope of the Controls Evaluation. The evaluation of our disclosure controls and procedures included a review of their objectives and design, the Company’s implementation of the controls and procedures and the effect of the controls and procedures on the information generated for use in this quarterly report. In the course of the evaluation, we sought to identify whether we had any data errors, control problems, or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken if needed. This type of evaluation is performed on a quarterly basis so that conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our quarterly reports on Form 10-Q. Many of the components of our disclosure controls and procedures are also evaluated by our internal audit department, by our legal department, and by personnel in our finance organization. The overall goals of these various evaluation activities are to monitor our disclosure controls and procedures on an ongoing basis, and to maintain them as dynamic systems that change as conditions warrant.
Conclusions Regarding Disclosure Controls. Based on the required evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that, as of March 31, 2026, we maintained disclosure controls and procedures that were effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting. During the period covered by this report, there were no changes in our internal control over financial reporting identified in connection with the evaluation described above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings
The Company has a number of known and threatened construction defect legal claims. While these claims are generally covered under the Company’s existing insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the nature of the claims is complex.
In addition, we are involved in various other claims and lawsuits incidental to the conduct of our business in the ordinary course. We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the circumstances and that may or may not cover any or all of our liabilities in respect of such claims and lawsuits.
Although the ultimate disposition of these proceedings cannot be predicted with certainty, management believes the outcome of any such claims that are currently pending or threatened, either individually or on a combined basis, will not have a material adverse effect on our consolidated financial position, cash flows or results of operations. However, there can be no assurances that future adverse judgments and costs would not be material to our results of operations or liquidity for a particular period.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part 1, “Item 1A. Risk Factors” in our 2025 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2025 Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
There were no material changes to the risk factors reported in Part 1, “Item 1A. Risk Factors” in our 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Company Stock Repurchases
The following table provides information with respect to the purchases of our common stock during the first quarter of fiscal year 2026:
Period
Total Number of Shares Purchased
Average Price Paid per Share (including applicable fees and taxes)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs (1)
January 1, 2026 — January 31, 2026
11,404
103.53
500,000,000
February 1, 2026 — February 28, 2026
-
March 1, 2026 — March 31, 2026
3,399,204
92.11
3,283,111
200,000,085
3,410,608
92.14
In the first quarter of 2026, 3,283,111 shares were repurchased and retired pursuant to the share repurchase plan authorized by our board of directors. The remaining 127,497 shares presented in the table above represent stock tendered in order to meet tax withholding requirements for restricted stock units vested. Share repurchases under the program may be made through a variety of methods, which may include open market purchases, block trades, accelerated share repurchases, trading plans in accordance with Rule 10b-5 or Rule 10b-18 under the Exchange Act, or any combination of such methods. The program does not obligate the Company to acquire any particular amount of its common stock, and the share repurchase program may be suspended or discontinued at any time at the Company’s discretion.
Item 5. Other Information
None.
Item 6. Exhibits
Description
3.1
Amended and Restated Certificate of Incorporation of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025, File Number 001-40620)
3.2
Amended and Restated By-Laws of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 27, 2025, File Number 001-40620)
31.1*
Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Peter M. Jackson as Chief Executive Officer
31.2*
Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by Pete R. Beckmann as Chief Financial Officer
32.1**
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by Peter M. Jackson as Chief Executive Officer and Pete R. Beckmann as Chief Financial Officer
101*
The following financial information from Builders FirstSource, Inc.’s Form 10-Q filed on April 30, 2026 formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”): (i) Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025, (ii) Condensed Consolidated Balance Sheet as of March 31, 2026 and December 31, 2025, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, (iv) Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025 and (v) the Notes to Condensed Consolidated Financial Statements.
104*
The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, has been formatted in Inline XBRL.
* Filed herewith.
** Builders FirstSource, Inc. is furnishing, but not filing, the written statement pursuant to Title 18 United States Code 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002, of Peter M. Jackson, our Chief Executive Officer, and Pete R. Beckmann, our Chief Financial Officer.
+ Indicates a management contract or compensatory plan or arrangement.
SIGNATURES
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 thereunto duly authorized.
/s/ PETER M. JACKSON
Peter M. Jackson
President and Chief Executive Officer
(Principal Executive Officer)
April 30, 2026
/s/ PETE R. BECKMANN
Pete R. Beckmann
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ MATTHEW TRESTER
Matthew Trester
Vice President and Controller
(Principal Accounting Officer)