Table of Contents
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 June 27, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-22684
UFP INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Michigan
38-1465835
(State or other jurisdiction of incorporation or
(I.R.S. Employer Identification Number)
organization)
2801 East Beltline NE, Grand Rapids, Michigan
49525
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (616) 364-6161
NONE
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange On Which Registered
Common Stock, $1 par value
UFPI
The Nasdaq Stock Market, LLC
Indicate by checkmark 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 checkmark 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 checkmark 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 a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class
Outstanding as of June 27, 2026
Common stock, $1 par value
55,161,491
=
TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION.
Page No.
Item 1.
Financial Statements
3
Condensed Consolidated Balance Sheets at June 27, 2026, December 27, 2025 and June 28, 2025
Condensed Consolidated Statements of Earnings and Comprehensive Income for the Three and Six Months Ended June 27, 2026 and June 28, 2025
4
Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended June 27, 2026 and June 28, 2025
5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 27, 2026 and June 28, 2025
7
Notes to Unaudited Condensed Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
39
Item 4.
Controls and Procedures
40
PART II.
OTHER INFORMATION
Legal Proceedings – NONE
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults upon Senior Securities – NONE
Mine Safety Disclosures – NONE
Item 5.
Other Information
42
Item 6.
Exhibits
43
2
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands of United States dollars, except share data)
June 27,
December 27,
June 28,
2026
2025
Assets
Current assets
Cash and cash equivalents
$
597,263
914,199
841,930
Restricted cash
1,604
10,872
1,061
Investments
46,330
34,374
32,021
Accounts receivable, net
731,092
475,959
687,332
Inventories:
Raw materials
397,510
380,206
386,859
Finished goods
350,994
341,814
335,373
Total inventories
748,504
722,020
722,232
Income taxes receivable
7,748
38,373
21,876
Assets held for sale
2,558
6,340
8,641
Other current assets
84,043
66,515
52,412
Total current assets
2,219,142
2,268,652
2,367,505
Deferred income taxes
10,361
8,025
5,125
Restricted investments
50,991
50,540
44,321
Right of use assets
163,894
115,790
130,819
Other assets
98,136
102,433
109,082
Goodwill
345,393
343,921
341,579
Indefinite-lived intangible assets
7,351
7,336
7,324
Other intangible assets, net
128,819
133,616
145,592
Property, plant and equipment:
Property, plant and equipment
2,075,346
1,936,470
1,850,171
Less accumulated depreciation and amortization
(994,569)
(943,890)
(904,130)
Property, plant and equipment, net
1,080,777
992,580
946,041
Total assets
4,104,864
4,022,893
4,097,388
Liabilities, temporary equity and shareholders’ equity
Current liabilities
Accounts payable
292,979
205,932
258,784
Accrued compensation and benefits
143,902
188,354
143,689
Other accrued liabilities
87,144
71,039
85,338
Current portion of lease liability
27,958
27,997
28,185
Current portion of long-term debt
5,493
899
5,122
Total current liabilities
557,476
494,221
521,118
Long-term debt and finance lease obligations
228,758
228,859
229,181
Lease liability
146,187
99,085
112,857
83,166
83,205
30,425
Other liabilities
29,349
28,816
30,091
Total liabilities
1,044,936
934,186
923,672
Temporary Equity
Redeemable noncontrolling interest
485
4,463
5,253
Shareholders’ equity
Controlling interest shareholders’ equity:
Preferred stock, no par value; shares authorized 1,000,000; issued and outstanding, none
—
Common stock, $1 par value; shares authorized 240,000,000; issued and outstanding, 55,161,491, 56,591,900 and 58,566,148
55,161
56,592
58,566
Additional paid-in capital
468,534
444,828
425,398
Retained earnings
2,513,870
2,559,375
2,663,394
Accumulated other comprehensive (loss) income
(49)
1,564
(1,976)
Total controlling interest shareholders’ equity
3,037,516
3,062,359
3,145,382
Noncontrolling interest
21,927
21,885
23,081
Total shareholders’ equity
3,059,443
3,084,244
3,168,463
Total liabilities, temporary equity and shareholders’ equity
See notes to unaudited interim condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
AND COMPREHENSIVE INCOME
(in thousands of United States dollars, except per share data)
Three Months Ended
Six Months Ended
Net sales
1,882,937
1,835,374
3,344,204
3,430,893
Cost of sales
1,592,702
1,522,640
2,818,080
2,849,963
Gross profit
290,235
312,734
526,124
580,930
Operating expenses
Selling, general and administrative expenses
185,720
184,995
358,603
361,249
Net loss (gain) on disposition and impairments of assets
302
3,830
(1,350)
3,754
Other losses, net
797
818
1,374
584
Total operating expenses
186,819
189,643
358,627
365,587
Earnings from operations
103,416
123,091
167,497
215,343
Interest and other
Interest expense
2,008
2,716
4,631
5,385
Interest and investment income
(10,528)
(10,757)
(15,961)
(21,874)
Equity in earnings of investee
(926)
(813)
(979)
(794)
Total interest and other
(9,446)
(8,854)
(12,309)
(17,283)
Earnings before income taxes
112,862
131,945
179,806
232,626
Income taxes
29,691
31,074
45,538
52,332
Net earnings
83,171
100,871
134,268
180,294
Less net earnings attributable to noncontrolling interest
(299)
(137)
(622)
(807)
Net earnings attributable to controlling interest
82,872
100,734
133,646
179,487
Earnings per share - basic
1.48
1.70
2.38
2.99
Earnings per share - diluted
2.37
Other comprehensive income:
Other comprehensive (loss) income
(249)
11,738
(1,152)
14,919
Comprehensive income
82,922
112,609
133,116
195,213
Less comprehensive income attributable to noncontrolling interest
(825)
(1,754)
(1,083)
(2,391)
Comprehensive income attributable to controlling interest
82,097
110,855
132,033
192,822
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands of United States dollars,
Controlling Interest Shareholders’ Equity
except share and per share data)
Additional
Accumulated Other
Common
Paid-In
Retained
Comprehensive
Noncontrolling
Temporary
Stock
Capital
Earnings
Loss
Interest (NCI)
Total
Equity
Balance on December 27, 2025
50,774
305
51,079
18
Foreign currency translation adjustment
(1,220)
(6)
(1,226)
(59)
Unrealized gain on debt securities
382
Distributions to NCI
(1,082)
Purchase of remaining NCI of subsidiary
(3,937)
Other
(167)
Cash dividends - $0.36 per share - quarterly
(20,456)
Issuance of 7,575 shares under employee stock purchase plan
570
578
Issuance of 144,425 shares under stock grant programs
144
1,896
38
2,078
Issuance of 70,871 shares under deferred compensation plans
71
(71)
Repurchase of 334,541 shares
(335)
(1,193)
(28,501)
(30,029)
Expense associated with share-based compensation arrangements
8,409
Accrued expense under deferred compensation plans
6,881
Balance on March 28, 2026
56,480
461,153
2,561,230
726
21,102
3,100,691
299
(162)
526
364
Unrealized loss on debt securities
(613)
(1,169)
(19,934)
Issuance of 8,452 shares under employee stock purchase plan
655
663
Net forfeitures of 2,267 shares under stock grant programs
(2)
47
Issuance of 10,305 shares under deferred compensation plans
10
(10)
Repurchase of 1,335,229 shares
(1,335)
(184)
(110,300)
(111,819)
6,948
1,094
Balance on June 27, 2026
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY, CONTINUED
Earnings (Loss)
Balance on December 28, 2024
60,724
403,379
2,775,280
(15,311)
20,553
3,244,625
5,366
Net earnings (loss)
78,753
853
79,606
(183)
2,744
(31)
2,713
470
(355)
99
Cash dividends - $0.35 per share - quarterly
(21,322)
Issuance of 7,197 shares under employee stock purchase plan
643
650
Issuance of 232,101 shares under stock grant programs
232
3,055
101
3,388
Issuance of 80,341 shares under deferred compensation plans
81
(81)
Repurchase of 649,060 shares
(649)
(9,460)
(59,991)
(70,100)
11,493
7,888
Balance on March 29, 2025
60,395
416,562
2,772,821
(12,097)
21,375
3,259,056
5,280
376
101,110
(239)
10,239
1,615
11,854
(118)
(1,818)
210
(285)
(20,656)
Issuance of 7,593 shares under employee stock purchase plan
636
644
Issuance of 26,949 shares under stock grant programs
27
17
1
45
Issuance of 10,998 shares under deferred compensation plans
Repurchase of 1,874,279 shares
(1,874)
(13)
(189,506)
(191,393)
8,755
1,269
Balance on June 28, 2025
6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of United States dollars)
Cash flows from operating activities:
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation
73,366
66,941
Amortization of intangibles
10,853
11,745
Expense associated with share-based and grant compensation arrangements
15,470
20,370
(2,443)
(226)
Unrealized gain on investments and other
(4,036)
(654)
Impairment of investments
4,000
Net (gain) loss on sale, disposition and impairment of assets
(1,401)
Impairment of intangibles
51
Gain from reduction of estimated earnout liability
(1,855)
Changes in:
Accounts receivable
(245,592)
(184,404)
Inventories
(2,324)
2,461
Accounts payable and cash overdraft
86,514
32,887
Accrued liabilities and other
(7,102)
(17,381)
Net cash from operating activities
60,645
113,138
Cash flows used in investing activities:
Capital expenditures
(86,576)
(129,752)
Proceeds from sale of property, plant and equipment
11,711
3,694
Acquisitions and purchases of noncontrolling interest, net of cash received
(122,008)
(15,706)
Purchases of investments
(19,825)
(16,873)
Proceeds from sale of investments
10,801
7,467
1,862
1,591
Net cash used in investing activities
(204,035)
(149,579)
Cash flows used in financing activities:
Borrowings under revolving credit facilities
23,703
13,357
Repayments under revolving credit facilities
(19,033)
(12,814)
Contingent consideration payments and other
(1,939)
(221)
Proceeds from issuance of common stock
1,241
1,294
Dividends paid to shareholders
(40,390)
(41,978)
Distributions to noncontrolling interest
Purchase of remaining noncontrolling interest of subsidiary
Payments to taxing authorities in connection with shares directly withheld from employees
(1,391)
(9,560)
Repurchase of common stock
(140,457)
(251,933)
52
(198)
Net cash used in financing activities
(183,233)
(302,338)
Effect of exchange rate changes on cash
419
2,176
Net change in cash and cash equivalents
(326,204)
(336,603)
Cash, cash equivalents, and restricted cash, beginning of period
925,071
1,179,594
Cash, cash equivalents, and restricted cash, end of period
598,867
842,991
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents, beginning of period
1,171,828
Restricted cash, beginning of period
7,766
Cash and cash equivalents, end of period
Restricted cash, end of period
Supplemental information:
Interest paid
4,635
5,390
Income taxes paid
17,273
53,580
Non-cash investing activities:
Capital expenditures included in accounts payable
2,130
1,325
Non-cash financing activities:
Common stock issued under deferred compensation plans
8,626
9,908
NOTES TO UNAUDITED INTERIM
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Presentation Currency
The accompanying unaudited interim condensed consolidated financial statements are presented in United States dollars (“US dollars” or “USD”), unless otherwise indicated.
Principles of Consolidation
The accompanying unaudited interim condensed consolidated financial statements (the “Financial Statements”) include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the Financial Statements do not include all the information and footnotes normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. All significant intercompany balances and transactions have been eliminated in consolidation.
We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. We account for unconsolidated VIEs using the equity method of accounting.
As a result of the investment in Dempsey on June 27, 2022, we own 50% of the issued equity of that entity, and the remaining 50% of the issued equity is owned by the previous owners (“Sellers”). The investment in Dempsey is an unconsolidated variable interest entity and we have accounted for it using the equity method of accounting because we do not have a controlling financial interest in the entity. Per the contracts, the Sellers have a put right to sell their equity interest to us for $50 million and we have a call right to purchase the Seller’s equity interest for $70 million, which were both first exercisable in June 2025 and expire in June 2030. As of June 27, 2026, the carrying value of our investment in Dempsey is $51.3 million, which is recorded in Other Assets on our condensed consolidated balance sheets. Our maximum exposure to loss consists of our investment amount and any contingent loss that may occur in the future as a result of a change in the fair value of Dempsey relative to the strike price of the put option.
In our opinion, the Financial Statements contain all material adjustments necessary to present fairly our consolidated financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. These Financial Statements should be read in conjunction with the annual consolidated financial statements, and footnotes thereto, included in our Annual Report to Shareholders on Form 10-K for the fiscal year ended December 27, 2025.
Seasonality has a significant impact on our working capital from March to August, which historically results in negative or modest cash flows from operations in our first and second quarters. Conversely, we experience a substantial decrease in working capital from September to February which typically results in significant cash flow from operations in our third and fourth quarters. For comparative purposes, we have included the June 28, 2025 balances in the accompanying unaudited condensed consolidated balance sheets.
Assets and Liabilities Held for Sale
We classify assets and related liabilities as held for sale when the following conditions are met: (i) management has committed to a plan to sell the net assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the net assets is probable within one year, (v) the net assets are being actively marketed for sale at a price that is reasonable in relation to the current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the net assets. Upon designation as held for sale, we record the assets and related liabilities at the lower of their carrying value or their estimated fair value, reduced for the costs to dispose of the assets and related liabilities, which we determined using the estimated proceeds from the sale.
During the second quarter of 2026, machinery and equipment and real estate within our Retail and Corporate segments met the criteria as held for sale, and therefore we have classified the related assets as held for sale on the condensed consolidated balance sheet. The fair value measurements for the assets held for sale are generally based on Level 3 inputs, which include information obtained from third-party appraisals. The assets had a carrying value of $2.6 million as of June 27, 2026, with $3.3 million of impairment charges recorded in fiscal 2025. No additional impairment charges were recorded during the second quarter of 2026. We have recognized $0.8 million of net gains on the sale of real estate and machinery and equipment that were previously classified as assets held for sale during the year and were included in net loss (gain) on disposition and impairments of assets on the condensed consolidated statements of earnings and comprehensive income.
Recently Issued Accounting Guidance
In September 2025, the FASB issued ASU 2025-06, Intangible - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU removes all references to prescriptive and sequential software development stages. The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed, and the software will be used for its intended purpose. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, using a prospective, retrospective or modified transition approach, with early adoption permitted. We are currently evaluating the impact of adopting this guidance on the consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. This ASU provides guidance to expand disclosures related to the disaggregation of income statement expenses. Also, this ASU requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. ASU 2025-01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. We are currently evaluating the impact of adopting this guidance on the financial statement disclosures.
9
B. FAIR VALUE
We apply the provisions of ASC 820, Fair Value Measurements and Disclosures, to assets and liabilities measured at fair value. Assets measured at fair value are as follows (in thousands):
June 27, 2026
December 27, 2025
Quoted
Prices with
Prices in
Active
Observable
Unobservable
Markets
Inputs
(Level 1)
(Level 2)
(Level 3)
Money market funds
71,769
17,140
88,909
182,051
26,450
208,501
Fixed income funds
4,836
52,042
56,878
5,365
44,227
49,592
Treasury securities
345
Equity securities
22,089
25,734
47,823
18,492
28,000
46,492
Alternative investments
4,366
4,186
Mutual funds:
Domestic stock funds
11,367
10,436
International stock funds
943
816
Target funds
12
11
Bond funds
Alternative funds
506
490
Total mutual funds
12,834
11,759
111,873
69,182
30,100
211,155
218,012
70,677
32,186
320,875
From the assets measured at fair value as of June 27, 2026, listed in the table above, $88.1 million of money market funds are held in Cash and cash equivalents, $46.3 million of mutual funds, equity securities, fixed income funds, and alternative investments are held in Investments, $25.7 million of equity securities are held in Other assets, $0.1 million of mutual funds are held in Other assets for our deferred compensation plan, and $51.0 million of fixed income funds and $0.8 million of money market funds are held in Restricted investments. As of December 27, 2025, $207.9 million of money market funds were held in Cash and cash equivalents, $34.3 million of mutual funds, equity securities, and alternative investments were held in Investments, $28.0 million of equity securities were held in Other assets, $0.2 million of mutual funds were held in Other assets for our deferred compensation plan, and $49.9 million of fixed income funds and $0.6 million of money market funds were held in Restricted investments.
We maintain money market, mutual funds, bonds, and/or equity securities in our non-qualified deferred compensation plan, our wholly owned licensed captive insurance company, and assets held in financial institutions. These funds are valued at prices quoted in an active exchange market and are included in Cash and cash equivalents, Investments, Other assets, and Restricted investments. We have elected not to apply the fair value option under ASC 825, Financial Instruments, to any of our financial instruments except for those expressly required by U.S. GAAP.
We have $25.7 and $28.0 million of investments through our Innov8 Fund as of June 27, 2026 and December 27, 2025, respectively, which is designed to invest in emerging projects, services, and technologies. These investments are valued as Level 3 assets and are categorized as “Equity securities.” We evaluate these investments quarterly, including a qualitative assessment for indicators of impairment in accordance with ASC 321-10-35-3. During the first quarter of 2026, we concluded that one investment was fully impaired, resulting in a $4.0 million loss.
In accordance with our investment policy, our wholly-owned captive, Ardellis Insurance Ltd. (“Ardellis”), maintains an investment portfolio, totaling $96.4 million and $84.3 million as of June 27, 2026 and December 27, 2025, respectively, which has been included in the aforementioned table of total investments. This portfolio consists of domestic and international equity securities, alternative investments, and fixed income bonds.
Ardellis’ available for sale investment portfolio, including funds held with the State of Michigan, consists of the following (in thousands):
Unrealized
Cost
Gain (Loss)
Fair Value
Gain
Fixed income
57,057
(220)
56,837
49,342
209
49,551
15,376
6,713
14,028
4,464
Mutual funds
8,542
4,224
12,766
8,545
3,152
11,697
3,494
872
3,436
750
84,814
11,589
96,403
75,696
8,575
84,271
Our fixed income investments consist of a blend of US Government and Agency bonds and investment grade corporate bonds with varying maturities. Our equity investments consist of small, mid, and large cap growth and value funds, as well as international equity. Our mutual fund investments consist of domestic and international stock. Our alternative investments consist of a private real estate income trust which is valued as a Level 3 asset. The net pre-tax unrealized gain of the portfolio was $11.6 million and $8.6 million as of June 27, 2026 and December 27, 2025, respectively. Carrying amounts above are recorded in the Investments and Restricted investments line items within the balance sheet as of June 27, 2026 and December 27, 2025.
C. REVENUE RECOGNITION
Within the three primary segments, UFP Retail Solutions (“Retail”), UFP Packaging (“Packaging”) and UFP Construction (“Construction”), that the Company operates, there are a variety of written agreements governing the sale of our products and services. The transaction price is stated at the purchase order level, which includes shipping and/or freight costs and any applicable governmental authority taxes. The majority of our contracts have a single performance obligation concentrated around the delivery of goods to the carrier, Free On Board (FOB) shipping point. Therefore, revenue is recognized when this performance obligation is satisfied. Generally, title and control passes at the time of shipment. In certain circumstances, the customer takes title when the shipment arrives at the destination. However, our shipping process is typically completed the same day.
Certain customer products that we provide require installation by the Company or a third party. Installation revenue is recognized upon completion. If we use a third party for installation, the party will act as an agent to us until completion of the installation. Installation revenue represents an immaterial share of our total net sales.
We utilize rebates, credits, discounts and/or cash-based incentives with certain customers which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration. The allocation of these costs are applied at the invoice level and recognized in conjunction with revenue. Additionally, returns and refunds are estimated on a historical and expected basis which is a reduction of revenue recognized.
Earnings on construction contracts are reflected in operations using over time accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations, which is in accordance with ASC 606 as revenue is recognized when certain performance obligations are performed. Under over time accounting using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred relative to the total estimated costs. Under over time accounting using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced relative to the total number of units. Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known. Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent.
Our construction contracts are generally entered into with a fixed price, and completion of the projects can range from 6 to 18 months in duration. Therefore, our operating results are impacted by, among many other things, labor rates and commodity costs. During the year, we update our estimated costs to complete our projects using current labor and commodity costs and recognize losses to the extent that they exist.
The following table presents our net sales disaggregated by revenue source (in thousands):
% Change
Point in Time Revenue
1,837,724
1,799,250
2.1%
3,264,891
3,348,555
(2.5)%
Over Time Revenue
45,213
36,124
25.2%
79,313
82,338
(3.7)%
Total Net Sales
2.6%
The Construction segment comprises the construction contract revenue shown above. Construction contract revenue is primarily made up of site-built and framing customers.
The following table presents the account balances associated with over time revenue which are included in Other current assets and Other accrued liabilities, respectively (in thousands):
Cost and Earnings in Excess of Billings
13,004
4,979
5,995
Billings in Excess of Cost and Earnings
5,511
3,961
D. EARNINGS PER SHARE
The computation of earnings per share (“EPS”) is as follows (in thousands):
Numerator:
Adjustment for earnings allocated to non-vested restricted common stock equivalents
(3,278)
(3,728)
(5,263)
(6,706)
Net earnings for calculating EPS
79,594
97,006
128,383
172,781
Denominator:
Weighted average shares outstanding
56,181
59,511
56,422
60,193
Adjustment for non-vested restricted common stock equivalents
(2,374)
(2,440)
(2,388)
(2,474)
Shares for calculating basic EPS
53,807
57,071
54,034
57,719
Effect of dilutive restricted common stock equivalents
89
116
80
Shares for calculating diluted EPS
53,896
57,187
54,114
57,820
Net earnings per share:
Basic
Diluted
E. COMMITMENTS, CONTINGENCIES, AND GUARANTEES
We are self-insured for environmental impairment liability, including certain liabilities which are insured through a wholly owned subsidiary, Ardellis Insurance Ltd., a licensed captive insurance company.
On June 27, 2026, we were parties either as plaintiff or defendant to a number of lawsuits and claims arising through the normal course of our business. In the opinion of management, our consolidated financial statements will not be materially affected by the outcome of these contingencies and claims.
On June 27, 2026, we had outstanding purchase commitments on commenced capital projects of approximately $108 million.
We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material. We also distribute products manufactured by other companies. While we do not warrant these products, we have received claims as a distributor of these products when the manufacturer no longer exists or no longer has the ability to pay. Historically, these costs have not had a material effect on our consolidated financial statements.
As part of our operations, we supply building materials and labor to site-built construction projects or we jointly bid on contracts with framing companies for such projects. In some instances, we are required to post payment and performance bonds to ensure the products and installation services are completed in accordance with our contractual obligations. We have agreed to indemnify the surety for claims properly made against these bonds. As of June 27, 2026, we had approximately $50.2 million in outstanding payment and performance bonds for open projects. We had approximately $7.5 million in payment and performance bonds outstanding for completed projects which are still under warranty.
On June 27, 2026, we had outstanding letters of credit totaling $43.1 million, primarily related to certain insurance contracts, industrial development revenue bonds, and other debt agreements described further below.
In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers and other third parties to guarantee our performance under certain insurance contracts and other legal agreements. As of June 27, 2026, we have irrevocable letters of credit outstanding totaling approximately $39.8 million for these types of arrangements. We have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under those insurance arrangements.
We are required to provide irrevocable letters of credit in favor of the bond trustees for all industrial development revenue bonds that have been issued. These letters of credit guarantee principal and interest payments to the bondholders. We currently have irrevocable letters of credit outstanding totaling approximately $3.3 million related to our outstanding industrial development revenue bonds. These letters of credit have varying terms but may be renewed at the option of the issuing banks.
Certain wholly owned domestic subsidiaries have guaranteed the indebtedness of UFP Industries, Inc. in certain debt agreements, including the Series 2018 and 2020 Senior Notes and our revolving credit facility. The maximum exposure of these guarantees is limited to the indebtedness outstanding under these debt arrangements and this exposure will expire concurrent with the expiration of the debt agreements.
We did not enter into any new guarantee arrangements during the second quarter of 2026 which would require us to recognize a liability on our balance sheet.
13
F. BUSINESS COMBINATIONS
We completed the following acquisitions during the first six months of 2026 and during fiscal 2025, which were accounted for using the purchase method (in thousands):
Net
Company
Acquisition
Intangible
Tangible
Operating
Name
Date
Purchase Price
Segment
Berry Pallets, Inc.
May 18, 2026
$19,623consideration for 100% asset purchase
3,426
16,197
Packaging
Located in Waseca, MN, Berry Pallets is a wood pallet manufacturer.
John Rock, Inc.
May 4, 2026
$47,289consideration for 100% asset purchase
1,787
45,502
Located in Coatesville, PA, John Rock designs and manufactures new pallets.
MoistureShield, Inc.
April 6, 2026
$55,097consideration for 100% asset purchase
3,577
51,520
Retail
Located in Springdale, AR, MoistureShield is a leading manufacturer of wood plastic composite decking.
National Supply, LLC
July 14, 2025
$6,531consideration for 100% asset purchase
3,045
3,486
Construction
Located in Elkhart, IN, National Supply is a material supplier in the RV industry.
RWP West, LLC
June 16, 2025
$7,360consideration for 100% asset purchase
77
7,283
Located in Twin Falls, ID and established in 2007, RWP West serves the western portion of the US and is a manufacturer and distributor for the manufactured housing, RV, and cargo markets.
The estimated fair values of assets acquired and liabilities assumed are based on available information at the acquisition date and assumptions deemed reasonable by management, supplemented by the expertise of third-party valuation specialists engaged to assist in determining fair value for intangible assets, including goodwill. As of June 27, 2026, the fair value determination of the intangible assets for the above business combinations has not been finalized, with the exception of RWP West which was finalized during the second quarter of 2026. Therefore, changes in facts and circumstances may result in adjustments to the initial fair value estimates during the measurement period, which may not exceed one year from the acquisition date.
The business combinations mentioned above contributed approximately $41.0 million to net sales and a $0.6 million operating loss during the first six months of 2026. They are not significant to our operating results and thus proforma results for 2026 and 2025 are not presented.
G. SEGMENT REPORTING
ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is the chief executive officer, as he has the ultimate decision-making authority related to assessing the Company’s performance and allocating resources. The CODM assesses performance for our segments and decides how to allocate resources based on net sales, cost of goods sold, earnings from operations and net earnings. These metrics are also reported on the Consolidated Statement of Earnings and Comprehensive Income. The measure of segment assets is reported on the Consolidated Balance Sheet as total consolidated assets. The CODM uses earnings from operations and net earnings to evaluate income generated from segment assets (return on investment) in determining wage increase allocations and bonus pools, and in deciding whether to reinvest profits into the business, such as for acquisitions, or to pay dividends.
14
We operate manufacturing, treating and distribution facilities internationally, but primarily in the United States. Our business segments consist of Retail, Packaging and Construction and align with the end markets we serve. This segment structure allows for a specialized and consistent sales approach among Company operations, efficient use of resources and capital, and quicker introduction of new products and services. We manage the operations of our individual locations primarily through a market-centered reporting structure under which each location is included in a business unit and business units are included in our Retail, Packaging, and Construction segments. In the case of locations that serve multiple segments, results are allocated and accounted for by segment.
The exception to this market-centered reporting and management structure is our International segment, which comprises our packaging operations in Mexico, Canada, Spain, India, and Australia and sales and buying offices in other parts of the world, and our Ardellis segment, which represents our wholly owned fully licensed captive insurance company based in Bermuda. Our International and Ardellis segments do not meet the quantitative thresholds in order to be separately reported and accordingly, the International and Ardellis segments have been aggregated in the “All Other” segment for reporting purposes.
“Corporate” includes purchasing, transportation, corporate ventures, and administrative functions that serve our operating segments. Operating results of Corporate primarily consist of over (under) allocated costs and net sales to external customers initiated by UFP Purchasing, which manages supplier relationships and purchases lumber and other materials, UFP Transportation, which owns, leases, and operates transportation equipment, and UFP Real Estate, which owns and leases real estate. Inter-company lease and service charges are assessed to our operating segments for the use of these assets and services at fair market value rates. Total assets of the Corporate segment include unallocated cash and cash equivalents, certain prepaid assets, and certain property, equipment and other assets pertaining to the centralized activities of Corporate, UFP Real Estate, Inc., UFP Transportation, Inc., and UFP Purchasing, Inc. Real estate activities are conducted by the real estate company on behalf of the segments, and capital expenditures associated with real estate are allocated to the segments.
The tables below are presented in thousands:
Three Months Ended June 27, 2026
All
Corporate
Net sales to outside customers
818,743
458,245
526,777
76,927
2,245
Intersegment net sales
92,215
24,632
22,317
65,045
(204,209)
Cost of goods sold
704,096
397,886
436,449
64,058
(9,787)
Gross Profit
114,647
60,359
90,328
12,869
12,032
Selling, general, administrative expenses
62,717
45,580
63,930
10,088
3,405
Net loss (gain) on disposition and impairment of assets
1,780
106
37
74
(1,695)
404
129
243
49,746
14,673
26,232
2,464
10,301
(281)
(385)
(205)
2,877
(87)
(12)
(5,102)
(5,327)
(820)
(106)
(368)
(818)
(397)
(5,413)
(2,450)
50,114
15,491
26,629
7,877
12,751
13,096
4,176
6,998
1,663
3,758
37,018
11,315
19,631
6,214
8,993
Other significant items:
Amortization expense
919
2,101
674
1,673
5,483
Depreciation expense
9,907
9,308
6,640
11,573
38,281
Segment assets
1,088,049
850,483
668,506
320,702
1,177,124
11,304
12,080
3,562
1,736
9,629
38,311
15
Three Months Ended June 28, 2025
788,224
428,669
551,590
65,026
1,865
75,997
25,829
24,678
100,543
(227,047)
674,484
358,087
451,401
51,789
(13,121)
113,740
70,582
100,189
13,237
14,986
58,642
43,148
63,727
10,398
9,080
1,083
1,225
211
2,616
(1,305)
Other losses (gains), net
536
191
(211)
53,479
26,209
36,060
(79)
7,422
30
2,881
(84)
(2,299)
(8,374)
(798)
(15)
(54)
(795)
(2,512)
(5,493)
53,533
27,004
2,433
12,915
12,405
6,371
8,497
3,382
41,128
20,633
27,563
2,014
9,533
957
2,166
704
1,671
430
5,928
7,592
9,090
6,330
1,109
9,879
34,000
955,976
819,438
664,848
336,597
1,320,529
22,218
21,289
10,236
810
7,931
62,484
Six Months Ended June 27, 2026
1,349,919
852,338
992,290
145,432
4,225
163,281
50,783
41,057
122,494
(377,615)
1,154,710
731,631
824,345
120,840
(13,446)
195,209
120,707
167,945
24,592
17,671
118,763
90,783
125,756
19,066
4,235
1,848
(64)
50
75
(3,259)
459
552
349
74,139
29,988
41,587
5,102
16,681
(250)
(483)
5,745
(188)
(6,553)
(9,205)
(782)
(197)
(438)
(778)
(400)
(7,233)
(3,460)
74,577
30,766
41,987
12,335
20,141
18,887
7,792
10,633
2,567
5,659
55,690
22,974
31,354
9,768
14,482
1,755
4,204
1,349
3,313
17,664
17,624
13,414
1,863
22,801
39,376
23,455
9,867
2,973
10,905
86,576
16
Six Months Ended June 28, 2025
1,395,607
838,677
1,067,530
125,324
3,755
140,642
49,543
51,239
191,027
(432,451)
1,200,572
698,521
876,541
101,455
(27,126)
195,035
140,156
190,989
23,869
30,881
113,997
90,917
126,511
18,860
10,964
1,107
1,257
331
(1,557)
318
271
248
(253)
79,613
47,982
63,876
2,145
21,727
60
(531)
5,850
(174)
(1)
(2,607)
(19,092)
(473)
(321)
(114)
(467)
(3,459)
(13,242)
79,727
48,449
63,877
5,604
34,969
17,936
10,899
14,370
1,088
8,039
61,791
37,550
49,507
4,516
26,930
1,914
4,345
1,406
3,272
808
14,902
17,987
12,521
2,053
19,478
54,526
46,549
16,664
1,424
10,589
129,752
The following table presents goodwill by segment as of June 27, 2026, and December 27, 2025 (in thousands):
All Other
Balance as of December 27, 2025
84,174
148,104
88,397
23,246
2026 Acquisitions
1,678
2026 Purchase Accounting Adjustments
Foreign Exchange, Net
(169)
(206)
Balance as of June 27, 2026
84,186
149,782
88,228
23,197
The following table presents our disaggregated net sales by business unit for each segment for the three and six months ended June 27, 2026, and June 28, 2025 (in thousands).
ProWood
669,050
657,098
1,109,799
1,171,376
Deckorators
122,678
97,994
191,347
163,606
UFP Edge
27,015
33,132
48,773
60,625
Total Retail
Structural Packaging
282,305
267,301
531,598
523,283
PalletOne
153,897
141,914
278,083
276,133
Protective Packaging
22,043
19,454
42,657
39,261
Total Packaging
Factory Built
215,545
229,669
408,929
446,888
Site-Built
186,405
202,413
337,275
393,030
Commercial
71,370
70,515
144,613
134,235
Concrete Forming
53,457
48,993
101,473
93,377
Total Construction
H. INCOME TAXES
Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for foreign, state and local income taxes and permanent tax differences. Our effective tax rate was 26.3% in the second quarter of 2026 compared to 23.6% in the same period of 2025 and was 25.3% in the first six months of 2026 compared to 22.5% for the same period in 2025. The increase in our effective tax rate for the second quarter and for the first six months of 2026 was primarily due to $3.0 million of state income tax benefits recorded as discrete items in the second quarter of 2025 resulting from an approved reduction in our tax rate in Texas and job credits in South Carolina, and a decrease in our tax deduction from stock-based compensation accounted for as a permanent difference.
I. COMMON STOCK
Below is a summary of common stock issuances for the first six months of 2026 and 2025 (in thousands, except average share price):
Share Issuance Activity
Common Stock
Average Share Price
Shares issued under the employee stock purchase plan
91.01
Shares issued under the employee stock gift program
94.11
Shares issued under the director compensation plan
93.99
Shares issued under the LTSIP
121
110.39
Shares issued under the executive stock match program
26
110.55
Forfeitures
(8)
Total shares issued under stock grant programs
142
110.01
Shares issued under the deferred compensation plan
106.26
During the first six months of 2026, we repurchased 1,669,770 shares of our common stock at an average share price of $84.95.
June 28, 2025
102.96
108.28
Shares issued under the director retainer stock program
55.10
179
106.65
109.84
(20)
259
100.22
91
108.47
During the first six months of 2025, we repurchased approximately 2,523,339 shares of our common stock at an average share price of $103.63.
J. INVENTORIES
Inventories are stated at the lower of cost or net realizable value. The cost of inventories includes raw materials, direct labor, and manufacturing overhead and is determined using the weighted average cost method. Raw materials consist primarily of unfinished wood products and other materials expected to be manufactured or treated prior to sale, while finished goods represent various manufactured and treated wood products ready for sale.
We write down the value of inventory, the impact of which is reflected in cost of goods sold in the Condensed Consolidated Statements of Earnings and Comprehensive Income, if the cost of specific inventory items on hand exceeds the amount we expect to realize from the ultimate sale or disposal of the inventory. These estimates are based on management's judgment regarding future demand and market conditions and analysis of historical experience.
19
K. SUBSEQUENT EVENTS
Subsequent to our reporting date, we repurchased 125,000 shares for $10.4 million, resulting in an average share price of $83.05.
20
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
UFP Industries, Inc. is a holding company with subsidiaries in North America, Europe, Asia, and Australia that design, manufacture, and supply products made from wood, wood and non-wood composites, and other materials to three segments: retail, packaging, and construction. We are headquartered in Grand Rapids, Michigan. Our business segments are functionally interdependent and are supported by common corporate services, such as accounting and finance, information technology, human resources, marketing, purchasing, transportation, legal and compliance, among others. We regularly invest in automation and implement best practices to improve the efficiency of our manufacturing facilities across each of the segments. The results and improvements from these investments are shared among the segments. This exchange of ideas drives faster innovation for new products, processes, and product improvements.
Importantly, our structure allows us to evaluate market conditions and opportunities, while effectively allocating capital and resources to the appropriate segments and business units. We believe that the diversification and manner in which we operate our business segments provides an inherent hedge against the inevitable business cycles that our markets experience and over which we have little control. Accordingly, our goal is to provide stable earnings and cash flows to our shareholders. Our diversification and operating practices also mitigate the impact of volatile lumber market conditions experienced by traditional lumber companies.
This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the markets we serve, the economy and the Company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. We do not undertake to update forward-looking statements to reflect facts, circumstances, events, or assumptions that occur after the date the forward-looking statements are made. Actual results could differ materially from those included in such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Among the factors that could cause actual results to differ materially from forward-looking statements are the following: fluctuations in currency and inflation; fluctuations in the price of lumber; adverse economic conditions in the markets we serve; changes in tariffs, import/export regulations, and other trade policies; concentration of sales to customers; the success of vertical integration strategies; excess capacity or supply chain challenges; our ability to make successful business acquisitions; government regulations, particularly involving environmental and safety regulations; adverse or unusual weather conditions; inbound and outbound transportation costs; alternatives to replace treated wood products; cybersecurity breaches; artificial intelligence; and potential pandemics. Certain of these risk factors as well as other risk factors and additional information are included in our reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission.
OVERVIEW
Our results for the second quarter of 2026 include the following highlights:
HISTORICAL LUMBER PRICES
We experience significant fluctuations in the cost of commodity lumber products from primary producers (“Lumber Market”). The following table presents the Random Lengths framing lumber composite price:
Random Lengths Composite
Average $/MBF
January
400
434
February
436
442
March
443
479
April
486
May
484
453
June
491
431
Second quarter average
487
456
Year-to-date average
457
454
Second quarter percentage change
6.8
%
Year-to-date percentage change
0.7
22
In addition, a Southern Yellow Pine (“SYP”) composite price, which we prepare and use, is presented below. Our purchases of this species comprise approximately 76% of our total lumber purchases.
Random Lengths SYP
392
386
415
401
422
424
446
445
381
461
435
414
8.7
5.1
Finally, a Spruce Pine Fir (“SPF”) composite price, which we prepare and use, is presented below. Our purchases of this species comprise approximately 11% of our total lumber purchases.
Random Lengths SPF
480
464
504
496
508
444
498
465
474
7.1
(1.3)
Lumber prices increased during the second quarter of 2026, after declining during the first quarter. Commodity lumber costs increased due to mill curtailments and higher duties on Canadian lumber, partially offset by weak overall demand resulting from lower consumer sentiment and greater economic uncertainty.
A change in lumber prices impacts profitability of products sold with fixed and variable prices, as discussed below.
23
IMPACT OF THE LUMBER MARKET ON OUR OPERATING RESULTS
We generally price our products to pass lumber costs through to our customers so that our profitability is based on the value-added manufacturing, distribution, engineering, and other services we provide. As a result, our dollar sales levels (and working capital requirements) are impacted by the lumber costs of our products. Lumber costs were 43.7% and 42.9% of our total net sales in the first six months of 2026 and 2025, respectively.
Our gross margins are impacted by (1) the relative level of the Lumber Market (i.e. whether prices are higher or lower from comparative periods), and (2) the trend in the market price of lumber (i.e. whether the price of lumber is increasing or decreasing within a period or from period to period). Additionally, as explained below, product categories can be priced differently. Some of our products have fixed selling prices, while the selling prices of other products are indexed to the reported Lumber Market with a fixed dollar adder to cover conversion costs and profits. Consequently, the level and trend of the Lumber Market impact our products differently.
Below is a general description of the primary ways in which our products are priced.
For each of the product pricing categories above, our margins are exposed to changes in the trend of lumber prices. As a result of the balance in our net sales to each of our end markets, we believe our gross profit is more stable compared to our competitors who are less diversified.
The greatest risk associated with changes in the trend of lumber prices is on the following products:
24
In addition to the impact of Lumber Market trends on gross margins, changes in the level of the market cause fluctuations in gross margins when comparing operating results from period to period. This is explained in the following example, which assumes the price of lumber has increased from period one to period two, with no changes in the trend within each period.
Period 1
Period 2
Lumber cost
300
Conversion cost
= Product cost
350
450
Adder
= Sell price
500
Gross margin
12.5
10.0
As is apparent from the preceding example, the level of lumber prices does not impact our overall profits but does impact our margins. Gross margins and operating margins are negatively impacted during periods of high lumber prices; conversely, we experience margin improvement when lumber prices are relatively low.
IMPACT OF TARIFFS ON OUR OPERATING RESULTS
The trade landscape continues to evolve. Since we do not own any foreign sawmills and have excellent relationships with our mill partners, we believe we are currently in a strong position to adapt quickly to tariffs without material adverse financial impact after a short adjustment period. We will continue to monitor the market and intend to make decisions quickly to minimize disruption. As of June 27, 2026, 84% of our lumber purchases were from domestic suppliers, 9% were imported from Canada, and 7% were imported from other international suppliers.
In February 2026, the U.S. Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”), which the U.S. administration relied on to impose certain tariffs, does not authorize the administration to impose tariffs. As a result of this ruling, the U.S. Court of International Trade (“CIT”) issued an order directing the U.S. Customs and Border Protection (“CBP”) agency to begin formalizing a process for refunds. As of June 27, 2026, we have received $3 million in tariff refunds and recorded a receivable of $20 million related to the expected refund of tariffs previously paid under the IEEPA, including applicable interest, with the corresponding offsets of $20 million to Cost of goods sold, $1 million to interest income, and $2 million as a reduction to the carrying value of inventory on hand. We have certain contractual obligations that will require us to refund customers certain of the tariff refunds we receive. If we collect the entire $23 million of tariffs paid pursuant to the IEEPA, we will be required to refund approximately $11 million to customers. As a result, we recorded $11 million as a liability as of June 27, 2026, with a corresponding reduction to Net sales. Of the $9 million net increase in Earnings from operations relating to these tariff refunds, $6 million related to products sold in the current quarter and $3 million related to products sold in prior quarters. Subsequent to June 27, 2026, we received approximately $18 million of the tariff refund receivable, including related interest.
IMPACT OF HIGHER TRANSPORTATION COSTS ON OUR OPERATING RESULTS
A combination of macroeconomic and geopolitical events and capacity constraints in the flatbed carrier market have contributed to an increase in our input costs across the enterprise, primarily related to fuel and transportation. In the second quarter of 2026, we estimate that we incurred an additional $31 million of these costs which adversely impacted our profitability reflecting increased fuel costs and flatbed carrier rates as a result of many small carriers exiting the market. This has increased our cost in the “spot” market with market rates up over 30% excluding fuel. These market conditions have resulted in $6 million in additional fuel costs and $25 million in higher flatbed carrier costs. Our efforts to pass through these higher costs to our customers have been concentrated on fuel and through surcharges and increased product pricing, which resulted in an offset totaling approximately $4 million for the quarter. We plan to negotiate with our customers to pass through the remaining increase in our transportation costs, however, there are factors beyond our control, including contract terms and market conditions, that may impact our ability to be successful in these efforts. Please see “Risk Factors” below for more information.
25
BUSINESS COMBINATIONS AND ASSET PURCHASES
We completed three business combinations in the second quarter of 2026 and two in fiscal 2025. The annual historical sales attributable to these acquisitions are approximately $183 million in aggregate. These business combinations are not significant to our quarterly results and thus proforma results for 2026 and 2025 are not presented. See Notes to the Unaudited Interim Condensed Consolidated Financial Statements, Note F, “Business Combinations” for additional information.
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, the components of our Unaudited Condensed Consolidated Statements of Earnings as a percentage of net sales.
100.0
84.6
83.0
84.3
83.1
15.4
17.0
15.7
16.9
Selling, general, and administrative expenses
9.9
10.1
10.7
10.5
Net gain on disposition and impairment of assets
0.2
0.1
5.5
6.7
5.0
6.3
(0.5)
(0.4)
6.0
7.2
5.4
1.6
1.7
1.4
1.5
4.4
4.0
5.3
5.2
Note: Actual percentages are calculated and may not sum to total due to rounding.
As a result of the impact of the level of lumber prices on the percentages displayed in the table above (see Impact of the Lumber Market on Our Operating Results), we believe it is useful to compare our change in units sold with our change in gross profit, selling, general, and administrative expenses, and operating profits as presented in the following table.
Percentage Change
Units sold
3.0
(3.0)
(2.0)
(7.2)
(13.8)
(9.4)
(15.7)
0.4
(8.9)
(0.7)
(8.6)
(16.0)
(22.6)
(22.2)
(26.5)
The following table presents, for the periods indicated, our selling, general, and administrative (SG&A) costs as a percentage of gross profit. Over time, we believe this ratio provides an enhanced view of our effectiveness in managing these costs given our strategies to enhance our capabilities and improve our value-added product offering and recognizing the higher relative level of SG&A these strategies require. This ratio also mitigates the impact of changing lumber prices. The increase in the ratio of SG&A as a percentage of gross profit from the prior year is primarily due to the impact of weak consumer demand reflecting lower selling prices as well as higher transportation costs, which have reduced our gross profit.
SG&A as percentage of gross profit
64.0%
59.2%
68.2%
62.2%
Operating Results by Segment:
Our business segments consist of Retail, Packaging and Construction, and align with the end markets we serve. Among other advantages, this structure allows for a specialized and consistent sales approach, more efficient use of resources and capital, and quicker introduction of new products and services. We manage the operations of our individual locations primarily through a market-centered reporting structure under which each location is included in a business unit, and business units are included in our Retail, Packaging, and Construction segments. The exception to this market-centered reporting and management structure is our International segment, which comprises our packaging operations in Mexico, Canada, Spain, India, and Australia and sales and buying offices in other parts of the world. Our International segment and Ardellis (our insurance captive) are included in “All Other” in the table below. The “Corporate” segment includes purchasing, transportation, corporate ventures, and administrative functions that serve our operating segments. Operating results of Corporate primarily consists of over (under) allocated costs and net sales to external customers initiated by UFP Purchasing, which manages supplier relationships and purchases lumber and other materials, UFP Transportation, which owns, leases and operates transportation equipment, and UFP Real Estate, which owns and leases real estate. Inter-company lease and service charges are assessed to our operating segments for the use of these assets and services at fair market value rates.
The following tables present our operating results, for the periods indicated, by segment (in thousands).
Earnings (loss) from operations
The following tables present the components of our operating results, for the periods indicated, as a percentage of net sales by segment.
N/A
86.0
86.8
82.9
83.3
14.0
13.2
17.1
16.7
7.7
12.1
13.1
0.3
6.1
3.2
28
85.6
83.5
81.8
79.6
14.4
16.5
18.2
20.4
7.4
11.6
16.0
0.5
6.5
(0.1)
85.5
85.8
14.5
14.2
8.8
12.7
3.5
4.2
82.1
81.0
17.9
19.0
8.2
10.8
11.9
15.0
2.1
5.7
29
NET SALES
We design, manufacture and market wood and wood-alternative products, primarily used to enhance outdoor living environments; for national home centers and other retailers; for engineered wood components, structural lumber, and other products for factory-built and site-built residential and commercial construction; customized interior fixtures used in a variety of retail stores, commercial, and other structures; and structural wood packaging, components and packing materials for various industries. Our strategic long-term sales objectives include:
Second Quarter 2026 versus Second Quarter 2025
in Sales
in Selling Prices
in Units
Acquisition Unit Change
Organic Unit Change
3.9
2.9
1.0
2.0
(1.0)
6.9
(1.1)
8.0
(4.5)
(3.5)
18.3
1.3
Total Sales
2.6
Year-to-Date 2026 versus Year-to-Date 2025
(3.3)
(5.0)
(6.0)
(1.4)
(7.0)
(4.0)
(2.5)
The following table presents, for the periods indicated, our percentage of value-added and commodity-based sales to total sales by our segments:
Value-Added
Commodity-Based
51.7
48.3
52.6
47.4
76.5
23.5
74.8
25.2
82.8
17.2
80.7
19.3
76.1
23.9
66.4
33.6
72.6
27.4
67.3
32.7
67.0
33.0
51.4
48.6
52.1
47.9
75.9
24.1
75.0
25.0
80.4
19.6
74.7
25.3
77.3
22.7
78.5
21.5
73.5
26.5
67.8
32.2
67.2
32.8
Note: Certain prior year product reclassifications and the change in designation of certain products as "value-added" resulted in a change in prior year's sales.
Our overall unit sales of value-added products were up 4% in the second quarter and down 1% in the first six months of 2026 compared to the prior year. Our overall unit sales of commodity-based products were flat in the second quarter and down 3% in the first six months of 2026 compared to the prior year.
The table below presents new product sales in thousands:
New Product Sales by Segment
% of Segment
Net Sales
80,113
9.8
67,243
8.5
19.1
53,036
38,522
9.0
37.7
23,962
4.5
12,297
2.2
94.9
315
0.0
1,066.7
572
25.5
908
48.7
(37.0)
Total New Product Sales
157,998
8.4
118,997
Note: Certain prior year product reclassifications and the change in designation of certain products as "new" resulted in a change in prior year's sales.
31
127,521
9.4
111,653
101,962
12.0
78,981
29.1
41,224
23,727
73.7
220
143.6
1,097
26.0
35.3
(17.2)
272,340
8.1
215,906
26.1
Retail Segment
Net sales in the second quarter of 2026 increased by 4% compared to the same period of 2025 due to a 3% increase in selling prices and a 2% increase due to acquisitions, partially offset by a 1% decrease in organic unit sales. Organic unit changes within this segment consisted of a 17% decrease in Edge and a 1% decrease in ProWood, partially offset by a 9% increase in Deckorators. Of the 25% year over year increase in net sales for our Deckorators business unit, wood-plastic composite decking and mineral-based-composite decking (sold under our new Surestone tradename) increased 85% and 37%, respectively. An acquired business contributed 13% in sales growth to Deckorators and 51% in sales growth to wood-plastic composite decking sales. These increases were partially offset by railings which declined 17%. Our unit sales to big box customers, which we believe are more closely correlated with repair and remodel activity, increased approximately 2%, while unit sales to independent retailers, which we believe are more closely correlated to new housing starts, decreased approximately 2%. The decline in ProWood volume is primarily due to weaker consumer sentiment and economic uncertainty resulting in a softening of demand to complete repair and remodel projects.
Gross profit increased by $1 million, or 1% to $115 million for the second quarter of 2026 compared to the same period of 2025. The change in gross profit was attributable to the following:
SG&A increased by $4 million, or 7%, in the second quarter of 2026 compared to the same period of 2025. The increase was caused by a $1 million increase due to acquired operations, a $1 million increase in professional fees, and a $2 million increase in expenses across several other categories. Accrued bonus expense, which varies with overall profitability and return on investment of the segment remained flat from the second quarter of 2025 and totaled $15 million for the quarter.
Earnings from operations decreased in the second quarter of 2026 compared to the same period of 2025 by $4 million, or 7%, as a result of the factors mentioned above.
Net sales in the first six months of 2026 decreased by 3% compared to the same period of 2025, due to a 6% decrease in organic units, partially offset by a 2% increase in selling prices and a 1% increase due to acquisitions. Organic unit changes within this segment consisted of decreases of 18% in Edge and 7% in ProWood, partially offset by a 5% increase in Deckorators. Within our Deckorators business unit, our mineral-based-composite decking sales increased by 33% as consumers continue to see the benefits of its superior product attributes, and wood-plastic composite decking increased by 51%. An acquired business contributed an additional 9% in sales growth to Deckorators and 30% in sales growth to wood-plastic composite decking sales. These increases were partially offset by a 13% decrease in railing sales. Unit sales to big box customers decreased approximately 5%, while unit sales to independent retailers decreased approximately 4%.
32
Gross profit remained flat for the first six months of 2026 compared to the same period in 2025. The components of gross profit were as follows:
SG&A increased by approximately $5 million, or 4%, in the first six months of 2026 compared to the same period of 2025. The overall increase was due to a $1 million increase due to acquired operations, a $2 million increase in professional fees, and a $3 million increase in expenses across several other categories. These increases were partially offset by a decline in accrued bonus expense of $1 million, which totaled $24 million for the first six months of 2026.
Earnings from operations decreased in the first six months of 2026 compared to the same period of 2025 by $6 million, or 7%, as a result of the factors mentioned above.
Packaging Segment
Net sales in the second quarter of 2026 increased 7% compared to the same period of 2025, due to a 4% increase in organic unit sales and a 4% contribution from business acquisitions. These increases were partially offset by a 1% decrease in selling prices. Organic unit changes consist of a 15% increase in Protective Packaging and an 8% increase in Structural Packaging, partially offset by a 3% decrease in PalletOne. Acquisitions contributed an additional 12% in unit sales growth to PalletOne.
Gross profit decreased by $10 million, or 14%, for the second quarter of 2026 compared to the same period of 2025. The change in gross profit was attributable to the following:
SG&A increased by approximately $2 million, or 6%, in the second quarter of 2026 compared to the same period of 2025. The increase is attributable to a one-time write-off on an earnout liability in 2025 for $2 million, a $1 million increase due to acquired operations, and a $1 million increase in expenses across several other categories. The increases were offset by accrued bonus expense, which decreased approximately $2 million relative to the same period of 2025 and totaled $6 million for the quarter.
Earnings from operations decreased in the second quarter of 2026 compared to the same period of 2025 by $12 million, or 44%, due to the factors discussed above.
Net sales in the first six months of 2026 increased 2% compared to the same period of 2025, due to acquired businesses which contributed 3% to unit growth, partially offset by a 1% decrease in selling prices. Organic unit changes consist of a 10% increase in Protective Packaging and a 4% increase in Structural Packaging, offset by a 7% decrease in PalletOne. Acquisitions contributed an additional 7% in unit sales growth to PalletOne.
Gross profit decreased by $19 million, or 14%, for the first six months of 2026 compared to the same period in 2025. The change in gross profit was attributable to the following.
33
SG&A remained flat for first six months of 2026 compared to the same period of 2025. Accrued bonus expense decreased $4 million, and totaled $12 million for the six months of 2026. The decrease was offset by a one-time write off on an earnout liability in 2025 for $2 million, a $1 million increase due to acquired businesses, and a $1 million increase in bad debt expense.
Earnings from operations decreased in the first six months of 2026 compared to the same period 2025 by $18 million, or 38%, due to the factors discussed above, partially offset by a decrease in the net loss on disposition and impairment of assets, which primarily related to a $1 million lease impairment in 2025.
Construction Segment
Net sales in the second quarter of 2026 decreased 4% compared to the same period of 2025 due to a 3% decrease in selling prices due to competitive price pressure in our Site-Built business unit and a 2% decrease in organic unit sales, partially offset by a 1% contribution from acquisitions. We experienced organic unit sales decreases of 6% in Factory Built and 3% in Site-Built due to weaker demand for housing, which was partially offset by an 11% increase in Commercial and a 6% increase in Concrete Forming.
Gross profit decreased by $10 million, or 10%, in the second quarter of 2026 compared to the same period of 2025. The change in our gross profit was attributable to the following:
SG&A remained flat in the second quarter of 2026 compared to the same period of 2025. Accrued bonus expense decreased by $2 million and totaled $9 million for the quarter. The decrease in accrued bonus expense was offset by increases of $1 million in wages and benefits and $1 million in travel expenses.
Earnings from operations decreased in the second quarter of 2026 compared to the same period of 2025 by $10 million, or 27%, due to the factors mentioned above.
Net sales in the first six months of 2026 decreased 7% compared to the same period of 2025 and consisted of a 4% decrease in selling prices and a 4% decrease in unit organic sales, partially offset by a 1% contribution from acquisitions. Organic unit changes within this segment consist of decreases of 7% in Factory Built and 8% in Site Built, partially offset by increases of 13% in Commercial and 10% in Concrete Forming.
Gross profit decreased by $23 million, or 12%, for the first six months of 2026 compared to the same period of 2025. The change in our gross profit was attributable to the following:
34
SG&A decreased by approximately $1 million, or 1%, in the first six months of 2026 compared to the same period of 2025. Accrued bonus expenses decreased $5 million and totaled $15 million for the first six months of 2026. The decrease in SG&A was partially offset by increases in wages and benefits totaling $2 million, professional fees totaling $1 million and travel expenses totaling $1 million.
Earnings from operations decreased in the first six months of 2026 compared to the same period of 2025 by $22 million, or 35%, due to the factors mentioned above.
All Other Segment
Our All Other reportable segment consists of our International and Ardellis (our insurance captive) segments that are not significant.
The corporate segment consists of over (under) allocated costs that are not significant and net sales to external customers initiated by UFP Purchasing, UFP Transportation, and UFP Real Estate. In 2026 we modified our cost allocation methods to more closely approximate actual.
INCOME TAXES
Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for foreign, state and local income taxes and permanent tax differences. Our effective tax rate was 26.3% in the second quarter of 2026 compared to 23.6% in the same period of 2025 and was 25.3% in the first six months of 2026 compared to 22.5% for the same period in 2025. The increase in our effective tax rate for the second quarter and for the first six months of 2026 was primarily due to $3 million of state income tax benefits recorded as discrete items in the second quarter of 2025 resulting from an approved reduction in our tax rate in Texas and job credits in South Carolina, and a decrease in our tax deduction from stock-based compensation accounted for as a permanent difference.
OFF-BALANCE SHEET TRANSACTIONS
We have no significant off-balance sheet transactions.
35
LIQUIDITY AND CAPITAL RESOURCES
The table below presents, for the periods indicated, a summary of our cash flow statement (in thousands):
Cash from operating activities
Cash used in investing activities
Cash used in financing activities
Net change in all cash and cash equivalents
In general, we fund our growth through a combination of operating cash flows, our revolving credit facility, and issuance of long-term notes payable at times when interest rates are favorable. We have not issued equity to finance growth except in the case of a large acquisition that occurred many years ago. We manage our capital structure by attempting to maintain a targeted ratio of debt to equity and debt to earnings before interest, taxes, depreciation and amortization. We believe this is one of many important factors to maintaining a strong credit profile, which in turn helps ensure timely access to capital when needed.
Seasonality has a significant impact on our working capital due to our primary selling season which occurs during the period from March to September. Consequently, our working capital typically increases during our first and second quarters resulting in negative or modest cash flows from operations during those periods. Conversely, we tend to experience a substantial decrease in working capital once we move beyond our peak selling season which typically results in significant cash flows from operations in our third and fourth quarters.
Due to the seasonality of our business and the effects of the Lumber Market, we believe our cash cycle (days of sales outstanding plus days supply of inventory less days of payables outstanding) is a good indicator of our working capital management. As indicated in the table below, our cash cycle remained at 59 days during the second quarter of 2026 and increased to 63 days from 60 days during the first six months of 2026 compared to the same periods of the prior year.
Days of sales outstanding
Days supply of inventory
36
41
Days of payables outstanding
Days in cash cycle
59
63
The increase in our days supply of inventory for the first six months of 2026 is due to slower inventory turns in our Retail segment as a result of an increase in safety stock and weaker than anticipated demand in the first quarter. We continue to focus on past due account balances with customers, and the percentage of our accounts receivable that are current was 94% at the end of the second quarter of 2026 and 2025.
In the first six months of 2026, our cash flows from operations were $61 million which consisted of net earnings of $134 million and $95 million of non-cash expenses, partially offset by a $169 million increase in working capital since the end of December 2025 due to seasonal demand. Our cash flows from operations decreased by $52 million compared to the same period of 2025 primarily due to the decline in our net earnings as well as the increase in our investment in net working capital since year end, which was $2 million higher in the first six months of 2026 compared to the first six months of 2025. We anticipate the seasonal increase in net working capital in 2026 will be converted to cash by early in the fourth quarter.
Purchases of property, plant, and equipment comprised $87 million of our cash used in investing activities during the first six months of 2026. Outstanding purchase commitments on existing capital projects totaled approximately $108 million on June 27, 2026. Capital spending primarily consists of several projects to expand capacity to manufacture new and value-added products, primarily in our Packaging segment and Deckorators business units, to achieve efficiencies through automation in all segments, and make improvements to a number of facilities. We intend to fund capital expenditures and purchase commitments through our operating cash flows for the balance of the year. Cash used for acquisitions during the first six months of 2026 totaled $122 million (refer to Note F to our unaudited interim condensed consolidated financial statements).
Cash flows used in financing activities during the first six months of 2026 primarily consisted of the following:
On June 27, 2026, we had no amount outstanding on our $750 million revolving credit facility, and we had approximately $708 million in remaining availability after considering $42 million in outstanding letters of credit under the revolving credit facility. Financial covenants on the unsecured revolving credit facility and unsecured notes include minimum interest tests and a maximum leverage ratio. The agreements also restrict the amount of additional indebtedness we may incur and the amount of assets that may be sold. We were in compliance with all of our covenant requirements as of June 27, 2026.
At the end of the second quarter of 2026, we had approximately $1.9 billion in total liquidity, consisting of our cash, remaining availability under our revolving credit facility, and a shelf agreement with certain lenders providing up to $575 million in remaining borrowing capacity.
ENVIRONMENTAL CONSIDERATIONS AND REGULATIONS
See Notes to Unaudited Interim Condensed Consolidated Financial Statements, Note E, “Commitments, Contingencies, and Guarantees.”
CRITICAL ACCOUNTING POLICIES
In preparing our consolidated financial statements, we follow accounting principles generally accepted in the United States. These principles require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures. There have been no material changes in our policies or estimates since December 27, 2025.
FORWARD OUTLOOK
Our long-term financial goals include:
We believe improvements in demand in the end markets we serve and effectively executing our strategies will allow us to achieve our long-term goals. However, in the short-term, demand in our markets has contracted due to a variety of macro-economic and geopolitical factors, which will continue to impact our results and vary depending on the severity and duration of this cycle. As a result of these more challenging conditions, we have developed and are executing plans to reduce or eliminate capacity at locations that are not meeting our profitability targets and reduce our SG&A costs. At the beginning of 2025, we announced that our goal through these actions was to improve our operating profits by $60 million by the end of 2026. We are on track to deliver the remaining $25 million or more from this cost out program by year end, with most to be realized in the third and fourth quarters. Additionally, we anticipate:
The following factors should be considered when evaluating our future sales and gross profit:
Capital Allocation:
We believe the strength of our cash flow generation and conservative capital structure provide us with sufficient resources to grow our business and also fund returns to our shareholders. We plan to continue to pursue a balanced and return-driven approach to capital allocation across dividends, share buybacks, capital investments and acquisitions.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are exposed to market risks related to fluctuations in interest rates on our variable rate debt, which consists of a revolving credit facility and industrial development revenue bonds. We do not enter into any material interest rate swaps, futures contracts or options on futures, or other types of derivative financial instruments to mitigate this risk.
For fixed rate debt, changes in interest rates generally affect the fair market value, but not earnings or cash flows. Conversely, for variable rate debt, changes in interest rates generally do not influence fair market value, but do affect future earnings and cash flows. We do not have an obligation to prepay fixed rate debt prior to maturity, and as a result, interest rate risk and changes in fair market value should not have a significant impact on such debt until we are required to refinance it.
We are subject to fluctuations in the price of lumber. We experience significant fluctuations in the cost of commodity lumber products from primary producers (the “Lumber Market”). A variety of factors over which we have no control, including government regulations, tariffs and trade policies, transportation, environmental regulations, weather conditions, economic conditions, and natural disasters, impact the cost of lumber products and our selling prices. While we attempt to minimize our risk from severe price fluctuations, substantial, prolonged trends in lumber prices can affect our sales, cost of materials, and gross profit. (See “Impact of the Lumber Market on Our Operating Results”).
Our international operations have exposure to foreign currency rate risks, primarily due to fluctuations in their local currency, which is their functional currency, compared to the U.S. Dollar. Additionally, certain of our operations enter into transactions that will be settled in a currency other than the U.S. Dollar. We may enter into forward foreign exchange rate contracts in the future to mitigate foreign currency exchange risk. Historically, our hedge contracts have been immaterial to the financial statements.
Item 4. Controls and Procedures.
PART II. OTHER INFORMATION
Item 1A. Risk Factors.
There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 27, 2025, as updated by the Part II - Item 1A Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 28, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Director Compensation Plan
We maintain a Director Compensation Plan (the “Plan”) pursuant to which non-employee directors can elect to (1) receive shares of our common stock, on a deferred basis, in lieu of all or a portion of the annual retainer payable to the director in cash (which deferred cash is used to purchase our common stock on a deferred basis at the rate of 110% of the deferred cash amount), and/or (2) defer receipt of all or a portion of the annual retainer payable to the director in the form of our common stock. Any shares of common stock issuable to a director on a deferred basis pursuant to the Plan are not actually issued until the deferred payment date specified pursuant to the Plan, which is typically after a director’s retirement from the Board. However, on the date such shares are deemed earned by the director, we issue deferred stock units (“DSUs”) to a bookkeeping account for each director to represent the shares issuable in the future pursuant to the Plan. Directors who have DSUs credited to their account pursuant to the Plan receive additional DSUs credited to their account whenever a dividend is paid on the Company’s common stock.
On May 1, 2026, the Company issued 1,196 shares of its common stock to non-employee directors as part of the annual retainer payable to directors in stock (i.e., shares that were issued on a current basis and not deferred pursuant to the Plan). The Company issued all shares described in this paragraph pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933 due to the fact that the issuance of the shares was made on a private basis pursuant to the Plan.
Deferred Compensation Plan
We maintain a Deferred Compensation Plan (the “DCP”) which allows key employees to defer a portion of their salary and/or cash incentive compensation. Participants in the DCP may elect to invest the deferred amounts in certain investment alternatives, including our common stock. Also, under the DCP, if a key employee’s ownership of our common stock is below certain targeted thresholds, the amount of deferral must be used to invest in shares of our common stock. All amounts deferred to the DCP that are invested in our common stock are invested at a price per share representing a 15% discount to the prevailing market price of our stock. In general, each employee receives a payout of his or her DCP account one year from the date her or she terminates employment with the Company, unless termination of employment is due to retirement, death or change in control, in which case the employee or his or her beneficiary may receive the distribution earlier, subject to DCP provisions.
The Company issued all shares described in this paragraph pursuant to an exemption under Section 4(2) of the Securities Act of 1933 due to the fact that the issuance of the shares was made on a private basis pursuant to the DCP. On February 19, 2026, we issued a total of 61,748 shares to employees who elected to defer a portion of their annual incentive bonus into our common stock. In addition, shares were issued on the respective employees’ last payroll dates in each month. During 2026 we issued 19,428 shares to employees who elected to defer a portion of their salaries into our common stock, which were as follows:
Common stock
Date issued
shares issued
January 29, 2026
January 30, 2026
2,872
February 26, 2026
February 27, 2026
2,896
March 26, 2026
March 28, 2026
3,233
April 30, 2026
44
3,293
May 28, 2026
49
May 29, 2026
3,624
June 25, 2026
3,251
Total common stock shares issued
19,428
Fiscal Month
(3)
(4)
March 29 - May 2, 2026
215,323
89.63
76,662,655
May 3 - 30, 2026
924,256
82.65
274,012
May 31 - June 27, 2026
195,650
82.46
283,867,125
Note: May includes 2,191 shares tendered by certain employees of the Company (and repurchased by the Company) in order to satisfy their respective tax withholding obligations resulting from the vesting of restricted stock awards. The Company treats these share repurchases against its board-approved share repurchase authorizations described below.
Item 5. Other Information.
During the quarter ended June 27, 2026, no director or officer adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits.
The following exhibits (listed by number corresponding to the Exhibit Table as Item 601 in Regulation S-K) are filed with this report:
Certifications.
(a)
Certificate of the Chief Executive Officer of UFP Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
(b)
Certificate of the Chief Financial Officer of UFP Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
Certificate of the Chief Executive Officer of UFP Industries, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
Certificate of the Chief Financial Officer of UFP Industries, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
Interactive Data File formatted in iXBRL (Inline eXtensible Business Reporting Language).
(INS)
iXBRL Instance Document.
(SCH)
iXBRL Schema Document.
(CAL)
iXBRL Taxonomy Extension Calculation Linkbase Document.
(LAB)
iXBRL Taxonomy Extension Label Linkbase Document.
(PRE)
iXBRL Taxonomy Extension Presentation Linkbase Document.
(DEF)
iXBRL Taxonomy Extension Definition Linkbase Document.
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 5, 2026
By:
/s/ William D. Schwartz, Jr.
William D. Schwartz, Jr.,
Chief Executive Officer and
Principal Executive Officer
/s/ Michael R. Cole
Michael R. Cole,
Chief Financial Officer,
Principal Financial Officer and
Principal Accounting Officer