Builders FirstSource (BLDR) 10-K risk factor changes: FY2024 vs FY2023

You should read these Risk Factors in conjunction with “Management’s [added: Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our consolidated financial statements and related notes in Item 8.]

The building products industry is highly dependent on new home and [removed: multifamily] [added: multi-family] construction as well as repair and remodel, which in turn are dependent upon a number of factors, [added: outside of our control,] including interest rates, consumer confidence, employment rates, foreclosure rates, housing inventory levels and occupancy, housing demand and the health of the U.S. economy and mortgage markets.

Production of new homes and [removed: multifamily] [added: multi-family] buildings may also decline because of shortages of qualified tradesmen, reliance on inadequately capitalized builders and sub-contractors, shortages of suitable building lots and material, and lack of financing or more expensive financing available to homebuilders.

Regulatory restrictions may increase our [added: customers’] operating expenses and limit the availability of suitable building lots for our customers, which could negatively affect our sales and earnings.

Prices of building products are subject to fluctuations arising from changes in supply and demand, national and international economic conditions, including inflation and interest rates, labor costs, competition, market speculation, government regulation, and trade policies, as well as from periodic delays in the delivery of lumber and other [removed: products.][added: products, all of which are outside our control.]

In particular, low prices for wood products over a sustained period can adversely affect our financial condition, operating results and cash [removed: flows, as can excessive spikes in prices.][added: flows.]

[removed: If] [added: As such, if] lumber or structural panel prices were to significantly decline from current levels, our sales and profits [removed: would] [added: could] be negatively [removed: affected as compared to 2023 operating results.][added: affected.]

Our lumber and lumber sheet goods product category represented [removed: 24.1%] [added: 26%] of total net sales for the year ended December 31, [removed: 2023.][added: 2024.]

[removed: A shortage of capacity or excess] [added: Excess] capacity in the industry can result in significant [removed: increases or] declines in prices for those building products, often within a short period of time.

We face, and will continue to face, significant competition from local, regional and other national building materials chains, as well as from privately-owned single site enterprises and new entrants into the market, due to the [removed: relatively] low barrier to, and cost of, entry.

[removed: In addition, home center retailers, which have historically concentrated their sales efforts on retail consumers] and small contractors, have [removed: intensified] [added: expanded] their [removed: marketing efforts, including expanding e-commerce offerings, to] [added: efforts into the] professional homebuilders in recent [removed: years] [added: years, including through the use of enhanced e-commerce offerings] and [added: acquisitions, and] may continue to intensify these efforts in the future.

[added: Finally, we may not be able] to maintain our operating costs or product prices at a level sufficiently low for us to compete effectively.

Furthermore, consumer preferences could shift to smaller [removed: or larger] homes in the future.

The factors expected to contribute to this variability include, among others: (1) the volatility of prices of lumber, wood products and other building products, (2) the cyclical nature of the homebuilding industry, (3) general economic conditions in the [removed: various areas] [added: markets] that we serve, (4) the intense competition in the industry, including expansion and growth strategies by competitors, (5) the production schedules of our customers and suppliers, (6) the effects of the weather and (7) labor costs, labor shortages and available capacity to meet customer demand for our products.

There is no guarantee that such solutions will be effective, will be adopted by our customers, will be able to compete with alternative technology solutions, including from start-up and more [removed: well established] [added: well-established] technology companies or our competitors, or that we will realize the anticipated benefits from our investments in these solutions.

[removed: Strategic acquisitions involve risks and if we are unable to realize the anticipated] [added: anticipated] benefits of these transactions or identify suitable acquisition candidates in the future, our growth, financial condition and results of operations could be materially and adversely affected.

Strategic acquisitions are an important part of our growth strategy and we seek to identify attractive acquisition opportunities that we believe will be accretive and result in increased sales and [removed: EBITDA,] [added: earnings before interest, taxes, depreciation and amortization (“EBITDA”),] cost savings, synergies and various other benefits.

Production homebuilders and [removed: multifamily] [added: multi-family] builders historically have exerted and will continue to exert significant pressure on their outside suppliers, including on us, to keep prices low because of their market share and their ability to leverage such market share in the highly fragmented building products supply industry.

In addition, continued consolidation among production homebuilders or [removed: multifamily] [added: multi-family] and commercial builders, or changes in such builders’ purchasing policies or payment practices, could result in additional pricing pressure, and our financial condition, operating results and cash flows may be adversely affected.

Our ten largest customers generated [removed: 14.7%] [added: 15%] of our net sales for the year ended December 31, [removed: 2023.][added: 2024.]

In addition, production homebuilders, [removed: multifamily] [added: multi-family] builders and other customers may: (1) seek to purchase some of the products that we currently sell directly from manufacturers, (2) elect to establish their own building products manufacturing and distribution facilities or (3) give advantages to manufacturing or distribution intermediaries in which they have an economic stake.

Furthermore, our customers are not required to purchase any minimum [removed: amount] [added: quantity] of [removed: products from us.][added: product]

[removed: That said,] [added: However,] the loss of, or an ongoing substantial decrease in the availability of products from our suppliers or the loss of key supplier arrangements could adversely impact our financial condition, operating results, and cash flows.

[added: Such disruptions, delays, problems, or associated costs relating to our systems or those of our significant] customers, suppliers or third-party providers could have a material adverse effect on our financial condition, operating results and cash flows.

Our operating results vary according to the amount and type of products we sell to each of our primary customer types: single-family homebuilders, remodeling contractors, and [removed: multifamily,] [added: multi-family,] commercial and other contractors.

Gross margins on sales to single-family, [removed: multifamily,] [added: multi-family,] commercial and other contractors vary based on a variety of factors, including the purchase volumes of the individual customer, the mix of products sold to that customer, the cost to serve that customer, the size and selling price of the project being constructed and the number of upgrades added to the project before or during its construction.

[removed: The cost and] potential problems and interruptions associated with the implementation of these initiatives, including those associated with managing third-party service providers and employing new web-based tools and services, could disrupt or reduce the efficiency of our operations.

In the event that we continue to grow, there can be no assurance that we will be able to keep up, expand or adapt our IT [added: infrastructure to meet evolving demand on a timely basis and at a commercially reasonable cost, or at all.]

As of December 31, [removed: 2023,] [added: 2024,] our debt totaled [removed: $3,209.3 million,] [added: $3.7 billion,] which includes [removed: $195.3 million] [added: $0.2 billion] of finance lease and other finance obligations.

We have a $1.8 billion revolving credit facility with a maturity date of January 17, 2028 (“Revolving [removed: facility”),] [added: Facility”),] under [removed: which we had $464.0 million in outstanding borrowings and $70.3 million of letters of credit outstanding as of December 31, 2023.]

In addition, we also have [removed: $532.3 million] [added: $0.6 billion] in obligations under operating leases.

We are substantially reliant on cash on hand and borrowing availability under the Revolving [removed: facility,] [added: Facility,] which totaled [removed: $1.3] [added: $1.8] billion at December 31, [removed: 2023,] [added: 2024,] to provide working capital and fund our operations.

The agreement governing the Revolving [removed: facility] [added: Facility] contains a financial covenant requiring the satisfaction of a minimum fixed charge ratio of 1.00 to 1.00 if our excess availability falls below the greater of $80.0 million or 10% of the maximum borrowing amount, which was [removed: $180.0] [added: $171.4] million as of December 31, [removed: 2023.][added: 2024.]

These provisions may restrict our ability to expand or fully pursue our business [removed: strategies.][added: strategies or return capital to our shareholders through share repurchases.]

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $464.0 million, or 14.5%, of our] [added: no] outstanding debt at variable interest rates.

In addition, in response to industry conditions, we may have to temporarily idle or permanently close certain facilities in under-performing [added: markets.]

Throughout [removed: 2023,] [added: 2024,] we generated significant excess cash flows.

We have also repurchased approximately [removed: $6.1] [added: $7.6] billion of our shares since January 2021 through the date of this filing and intend to continue repurchasing shares pursuant to share repurchase authorization approved by our board of directors in [removed: April 2023.][added: August 2024.]

The nature of our business exposes us to product liability, product warranty, casualty, construction defect, asbestos, [removed: vehicle] [added: vehicle, workplace safety] and [added: injury and] other claims and legal proceedings.

We are involved in product liability, product warranty, casualty, construction defect, asbestos, [removed: vehicle] [added: vehicle, workplace safety] and [added: injury and] other claims relating to the products we manufacture and distribute, [removed: and] services we provide or have provided [added: and our operations] that, if adversely determined, could adversely affect our financial condition, operating results, and cash flows.

In addition, home center retailers, which have historically concentrated their sales efforts on retail consumers

Strategic acquisitions involve risks and if we are unable to realize the

Additionally, the evaluation and consummation of strategic transactions is a time-consuming and costly process that can divert resources away from our operations and result in the incurrence of meaningful transaction expenses.

from us.

We are also currently implementing a new ERP system and there is no guarantee that such implementation will be successful or that we will not experience disruptions in connection with the new ERP system.

The cost and

which we had no outstanding borrowings and $0.1 billion of letters of credit outstanding as of December 31, 2024.

We are also subject to workplace safety and injury claims from our employees and contractors.

In addition, changes to global trade policies may adversely impact our business.

Adverse impacts

A measure of our success is dependent on maintaining our safety record, and an injury to, or death of, any of our employees, customers, or members of the general public related to our business activities could result in material liabilities and reputational injury.

Our business activities include an inherent risk of safety incidents that could result in injuries and deaths.

The activities we conduct at our facilities present a risk of injury or death to our employees, customers, or visitors, notwithstanding our compliance with safety regulations.

We may be unable to avoid material liabilities for an injury or death, and our workers’ compensation and other insurance policies may not be adequate or may not continue to be available on terms acceptable to us, or at all, which could result in material liabilities to us.

Further, as a leading supplier and manufacturer of building materials, manufactured components and construction services, we operate a fleet of commercial motor vehicles, including semi-tractor trailer trucks, flatbed trucks, and forklifts.

Accordingly, a safety incident involving our commercial fleet could result in material economic damages, as well as injuries and/or death, for our employees and any other parties involved.

Although we believe our aggregate insurance limits should be sufficient to cover our historic claims amounts, participants in commercial distribution and transportation activities (i.e., trucking and transportation) have experienced large verdicts, including some instances in which juries have awarded significant amounts.

In addition, our brand’s reputation is an important asset to our business; as a result, anything that damages our brand’s reputation could materially harm our business, results of operations, and financial condition.

For example, negative media reports, whether or not accurate, can materially and adversely affect or reputation.

Moreover, social media has dramatically increased the rate at which negative publicity can be disseminated before there is any meaningful opportunity to respond to or address an issue to protect our reputation.

Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our consolidated financial statements and related notes in Item 8.

Finally, we may not be able

Additionally, in connection

with evaluating potential strategic transactions, we may incur significant expenses for the evaluation and due diligence investigation and negotiation of any potential transaction.

While the COVID-19 pandemic caused significant disruptions and delays in the manufacture and distribution of building products throughout the industry supply chain, we have seen a return to pre-pandemic levels in many areas.

Such disruptions, delays, problems, or associated costs relating to our systems or those of our significant

infrastructure to meet evolving demand on a timely basis and at a commercially reasonable cost, or at all.

The agreements governing our debt instruments restrict our ability to dispose of assets and to use the proceeds from such dispositions.

We may not be able to consummate those dispositions or be able to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due.

A 1.0% increase in interest rates on the Revolving facility would result in $4.6 million in additional interest expense annually as we had $464.0 million in outstanding borrowings as of December 31, 2023.

markets.

Any

adversely impact our financial condition, operating results and cash flows.

The Company operates approximately [removed: 570] [added: 590] locations in 43 states across the U.S. 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.

*Manufactured Products.* Manufactured products consist of wood floor and roof trusses, wall panels, [removed: and] engineered [removed: wood.][added: wood and our Ready-Frame® framing system.]

We also offer software products through our Paradigm subsidiary, including drafting, estimating, quoting, and virtual home design services, which provide [removed: software] [added: digital] solutions to retailers, distributors, manufacturers and homebuilders that help them boost sales, reduce costs, and become more competitive.

As various current market dynamics, including inflationary pressures, mortgage [removed: rate increases] [added: rates] and [removed: shifts in] housing affordability [removed: improve,] [added: shift,] industry forecasters, including the National Association of Home Builders (“NAHB”), expect to see housing demand increase in the near-term.

Additionally, we [removed: have been successful in] [added: continue to focus on] expanding our custom homebuilder base while maintaining acceptable credit standards.

Shortening cycle [removed: time] [added: times] from start to completion is a key imperative of the homebuilders during periods of strong consumer demand.

Our operations are subject to fluctuations arising from changes in supply and demand, national and local economic conditions, labor costs and availability, competition, government regulation, trade [removed: policies, rising] [added: policies (including with respect to tariffs on imported goods),] inflation and other factors that affect the homebuilding industry, such as demographic trends, [removed: increasing] interest rates, housing starts, the high cost of land development, employment levels, consumer confidence, and the availability of credit to homebuilders, contractors, and homeowners.

[removed: *Multifamily] [added: *Multi-family] and Light Commercial Business.* Our primary focus has been on single-family residential new construction and the repair and remodel end market.

However, through recent acquisitions we have expanded our operational footprint in the [removed: multifamily] [added: multi-family] market, predominantly five-story and smaller, wood construction, and the light commercial market, growing our [removed: value-add] [added: value-added] components and millwork product offerings in this end market.

These acquisitions further expand our market footprint and provide additional operations in our [removed: value-add] [added: value-added] product categories and [removed: our multifamily customer segment and] are further described in [removed: Note] [added: Notes] 3 [added: and 16] to the consolidated financial statements included in Item 8 of this annual report on Form 10-K.

Under share repurchase programs authorized by the board of directors since August 2021, the Company has repurchased a total of [removed: 87.1] [added: 95.9] million shares of common stock, or [removed: 42.2%] [added: 46.5%] of the Company’s total shares outstanding, at an average price of [removed: $70.27,] [added: $79.56,] inclusive of fees and taxes, including [removed: 17.8] [added: 8.9] million shares of common stock at an average price of [removed: $100.49,] [added: $170.74,] inclusive of fees and taxes, in [removed: 2023.][added: 2024.]

As of December [removed: 31, 2023,] [added: 31,2024,] the Company had [removed: $200.5] [added: $500.0] million authorization remaining under its current share repurchase program.

These [added: debt] transactions are described [removed: further] in Note 8 to the consolidated financial statements included in Item 8 of this annual report on Form 10-K.

According to the U.S. Census Bureau, actual U.S. total housing starts for the year ended December 31, [removed: 2023,] [added: 2024,] were 1.4 million, a decrease of [removed: 9.0%] [added: 3.9%] compared to the year ended December 31, [removed: 2022.][added: 2023.]

Actual U.S. single-family housing starts for the year ended December 31, [removed: 2023,] [added: 2024,] were [removed: 0.9] [added: 1.0] million, [removed: a decrease] [added: an increase] of [removed: 6.0%] [added: 6.5%] compared to the year ended December 31, [removed: 2022.][added: 2023.]

A composite of third-party sources, including the NAHB, are forecasting 1.4 million U.S. total housing starts and 1.0 million U.S. single-family housing starts for [removed: 2024,] [added: 2025,] which [removed: is] [added: are] relatively flat [removed: and an increase of 4.7%, respectively,] from [removed: 2023.][added: 2024.]

In addition, in its September [removed: 2023] [added: 2024] semi-annual forecast, the [removed: Home Improvement Research Institute (“HIRI”)] [added: HIRI] forecasted sales in the professional repair and remodel end market to increase [removed: 1.3%] [added: 3.2%] in [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

However, uncertainty around interest rates and inflation may continue to [removed: dampen] [added: pressure] near-term housing industry demand as homes are less affordable for consumers, investors and builders.

A discussion regarding our financial condition and results of operations for the year ended December 31, [removed: 2023,] [added: 2024,] compared to the year ended December 31, [removed: 2022,] [added: 2023,] is presented below.

A discussion regarding our financial condition and results of operations for the year ended December 31, [removed: 2022,] [added: 2023,] compared to the year ended December 31, [removed: 2021,] [added: 2022,] can be found under Item 7 of Part II of our [removed: Annual Report] [added: annual report] on Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed with the SEC on February [removed: 28, 2023.][added: 22, 2024.]

[removed: 2023] [added: 2024] Compared with [removed: 2022][added: 2023]

| Cost of sales | | | [removed: 64.8] [added: 67.2] | % | | | [removed: 65.9] [added: 64.8] | % |

| Gross margin | | | [removed: 35.2] [added: 32.8] | % | | | [removed: 34.1] [added: 35.2] | % |

| Selling, general and administrative expenses | | | [removed: 22.4] [added: 23.1] | % | | | [removed: 17.5] [added: 22.4] | % |

| Income from operations | | | [removed: 12.8] [added: 9.7] | % | | | [removed: 16.6] [added: 12.8] | % |

| Interest expense, net | | | [removed: 1.1] [added: 1.3] | % | | | [removed: 0.9] [added: 1.1] | % |

| Income tax expense | | | [removed: 2.6] [added: 1.9] | % | | | [removed: 3.6] [added: 2.6] | % |

| Net income | | | [removed: 9.1] [added: 6.5] | % | | | [removed: 12.1] [added: 9.1] | % |

*Net Sales.* Net sales for the year ended December 31, [removed: 2023,] [added: 2024,] were [removed: $17.1] [added: $16.4] billion, a [removed: 24.8%] [added: 4.1%] decrease from net sales of [removed: $22.7] [added: $17.1] billion for [removed: 2022.][added: 2023.]

| [added: ($ amounts in millions)] | Net Sales | | | | % of Net Sales | | | | Net Sales | | | | % of Net Sales | | | | % Change | | |

| [removed: Net] [added: Total net] sales | $ | [removed: 17,097.3] [added: 16,400.5] | | | | 100.0 | % | | $ | [removed: 22,726.4] [added: 17,097.3] | | | | 100.0 | % | | | [removed: (24.8] [added: (4.1] | )% |

*Gross Margin.* Gross margin decreased [removed: $1.7] [added: $0.6] billion to [removed: $6.0] [added: $5.4] billion due to decreased sales.

Our gross margin percentage [removed: increased] [added: decreased] to [removed: 35.2%] [added: 32.8%] in [removed: 2023] [added: 2024] from [removed: 34.1%] [added: 35.2%] in [removed: 2022,] [added: 2023,] a [removed: 1.1% increase.][added: 2.4% decrease.]

*Selling, General and Administrative Expenses.* Selling, general and administrative expenses decreased [removed: $0.1 billion,] [added: $48.2 million,] or [removed: 3.5%.][added: 1.3%.]

This decrease in expenses was primarily due to decreased variable compensation costs related to decreased sales and profitability, and reduced [removed: expense related to customer reserves,] [added: intangible amortization expense,] partially offset by additional operating expenses from locations acquired within the last twelve [removed: months.][added: months and asset write-offs.]

As a percentage of net sales, selling, general and administrative expenses increased to [removed: 22.4%] [added: 23.1%] from [removed: 17.5%] [added: 22.4%] in [removed: 2022.][added: 2023.]

*Interest Expense, Net.* Interest expense, net was [removed: $192.1] [added: $207.7] million in [removed: 2023, a decrease] [added: 2024, an increase] of [removed: $6.3] [added: $15.6] million from [removed: 2022.][added: 2023.]

Interest expense [removed: decreased] [added: increased] primarily due to [removed: the $27.4 million loss on extinguishment recognized in 2022, partially offset by] higher debt balances and average interest rates in [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023, partially offset by interest income received in 2024.]

*Income Tax Expense.* We recorded income tax expense of [removed: $443.6] [added: $309.6] million during the year ended December 31, [removed: 2023,] [added: 2024,] compared to income tax expense of [removed: $822.5] [added: $443.6] million during the year ended December 31, [removed: 2022,] [added: 2023,] a decrease of [removed: $378.9] [added: $134.0] million, driven by a decrease in income before income taxes in the current period.

Our capital resources at December 31, [removed: 2023,] [added: 2024,] consist of cash on hand and borrowing availability under our Revolving [removed: facility.][added: Facility.]

We also offer digital solutions through our Paradigm subsidiary, including drafting, estimating, quoting, and virtual home design services.

During 2024 we completed a number of acquisitions for a combined $345.4 million purchase price, net of cash acquired, including the acquisitions of (i) Quality Door & Millwork, Inc. (“Quality Door”), (ii) Hanson Truss Components, Inc. (“Hanson Truss”), (iii) RPM Wood Products, Inc. (“RPM”), (iv) Schoeneman Bros.

Company (“Schoeneman”), (v) TRSMI, LLC (“TRSMI”), (vi) Western Truss & Components (“Western Truss”), (vii) CRi SoCal (“CRi”), (viii) Wyoming Millwork Co. (“Wyoming Millwork”), (ix) Sunrise Wood Designs, LLC (“Sunrise Wood Designs”), (x) Reno Truss, Inc. (“Reno Truss”), (xi) High Mountain Door and Trim, Inc. (“High Mountain”), (xii) Douglas Lumber, Kitchens and Home Center (“Douglas Lumber”), and (xiii) Kleet Lumber (“Kleet Lumber”).

On January 2, 2025, we completed our previously announced acquisition of Alpine Lumber Company, the largest independently operated supplier of building materials in Colorado and northern New Mexico.

Alpine 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.

On February 3, 2025, we completed the acquisition of O.C. Cluss Lumber, a lumber and building supplies provider in southwestern Pennsylvania, western Maryland and northern West Virginia.

Share repurchases under this program were completed in May 2024.

On August 5, 2024, the Company’s board of directors authorized a new repurchase plan of up to $1.0 billion of the Company’s outstanding shares of common stock.

On February 29, 2024, the Company completed a private offering of $1.0 billion in aggregate principal amount of 6.375% senior unsecured notes due 2034 (“6.375% 2034 notes”) at an issue price equal to 100% of par value.

The net proceeds from the offering were used to pay related transaction fees and expenses, repay indebtedness outstanding under the Revolving Facility and for general corporate purposes.

*Executive Officer Transition*

On September 19, 2024, the Company’s board of directors appointed Peter Jackson as the Company’s next President & Chief Executive Officer and member of its board of directors, effective November 6, 2024.

Mr. Jackson previously served as Executive Vice President and Chief Financial Officer of the company since January 2021 and as Senior Vice President and Chief Financial Officer since November 2016.

Mr. Jackson succeeded Dave Rush, who served as President and Chief Executive Officer since November 2022 and retired after 25 years of dedicated service to the Company, effective November 6, 2024.

Mr. Rush will remain on the Company’s

board of directors and continue as a special advisor to the Company to ensure a smooth transition.

Additionally, the Company’s board of directors appointed Pete Beckmann, Senior Vice President, as Chief Financial Officer to succeed Mr. Jackson, effective November 6, 2024.

Mr. Beckmann previously served as Senior Vice President, Financial Planning &Analysis of the Company since January 2021 and has been with the Company and legacy companies since 1999, serving in finance roles of increasing responsibility.

| | | 2024 | | | | 2023 | | |

Net sales decreased primarily as a result of a core organic sales decrease of 5.1% due to a continued normalization in the multi-family customer segment and declines in the single-family customer segment as home size and complexity decrease, while commodity price deflation decreased net sales by another 1.8%.

These decreases were partially offset by increases in net sales from acquisitions and increased selling days of 2.1% and 0.7%, respectively.

| | 2024 | | | | | | | | 2023 | | | | | | | | | | |

| Manufactured products (1) | $ | 3,931.6 | | | | 24.0 | % | | $ | 4,669.1 | | | | 27.3 | % | | | (15.8 | )% |

| Windows, doors and millwork (1) | | 4,226.9 | | | | 25.7 | % | | | 4,310.1 | | | | 25.2 | % | | | (1.9 | )% |

| Specialty building products and services | | 4,050.1 | | | | 24.7 | % | | | 3,992.1 | | | | 23.4 | % | | | 1.5 | % |

| Lumber and lumber sheet goods | | 4,191.9 | | | | 25.6 | % | | | 4,126.0 | | | | 24.1 | % | | | 1.6 | % |

(1) Manufactured products and windows, doors and millwork are collectively referred to as total value-added products.

We experienced decreased net sales in our manufactured products categories primarily due to a continued normalization in multi-family and commodity deflation.

Our windows, doors, and millwork sales declined primarily due to price normalization.

For the comparable period, specialty building products and services and lumber and lumber sheet goods sales remained relatively consistent.

This decrease was attributable to single-family and multi-family margin normalization.

Our effective tax rate was 22.3% in 2024 which was relatively flat compared to the 22.4% in 2023.

Inherent in such fair

During 2023 we completed a number of acquisitions for a combined $252.5 million purchase price, net of cash acquired, including the acquisitions of (i) Noltex Truss and its affiliates (“Noltex”), (ii) Builders Millwork and Supply, Inc. (“BMS”) (iii) J.B. Millworks, LLC (“JBM”), (iv) Church and Church, Inc. (“Church’s”), (v) Franks Cash and Carry, Inc. (“FCC”), (vi) Standale Lumber, LLC and Granville Lumber Co., LLC (“Standale”), and (vii) Encore Performance, LLC (“Encore”).

On January 17 and April 3, 2023, the Company amended the Revolving facility to extend the maturity to January 17, 2028, and to include additional pricing tiers for the applicable margin.

Collectively, these transactions have extended our debt maturity.

| | | 2023 | | | | 2022 | | |

Net sales decreased primarily as a result of a core organic sales decrease of 17.3% and a commodity price deflation decrease of 11.1%, partially offset by sales growth from acquisitions of 3.6%.

| | 2023 | | | | | | | | 2022 | | | | | | | | | | |

| | (in millions) | | | | | | | | (in millions) | | | | | | | | | | |

| Lumber and lumber sheet goods | $ | 4,128.9 | | | | 24.1 | % | | $ | 8,086.8 | | | | 35.6 | % | | | (48.9 | )% |

| Manufactured products | | 4,700.7 | | | | 27.5 | % | | | 5,675.7 | | | | 24.9 | % | | | (17.2 | )% |

| Windows, doors and millwork | | 4,289.1 | | | | 25.1 | % | | | 4,653.3 | | | | 20.5 | % | | | (7.8 | )% |

| Specialty building products and services | | 3,978.6 | | | | 23.3 | % | | | 4,310.6 | | | | 19.0 | % | | | (7.7 | )% |

We experienced decreased net sales in all of our product categories primarily due to a slow-down in single-family housing starts throughout the year, resulting in a decline in core organic sales, and commodity price deflation.

This increase was attributable to an improved product mix toward our value-add products, including recent strategic investments in multifamily value-add operations.

Our effective tax rate was 22.4% in 2023 and 23.0% in 2022.

Our effective tax rate was favorably affected in 2023 by the impact of federal and state tax credits on decreased tax expense.

Excess availability must

outstanding debt obligations or compliance with covenants contained in the related debt agreements.

Our 5.00% unsecured senior notes due 2030 [removed: (“2030] [added: (“5.00% 2030] notes”), 4.25% [added: senior unsecured notes due] 2032 [removed: notes, and] [added: (“4.25% 2032 notes,”),] 6.375% [added: senior unsecured notes due] 2032 [added: (“6.375% 2032 notes”), and 6.375% 2034] 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.

Therefore, we are exposed to interest rate risk under the Revolving Facility.

We did not have any outstanding borrowings on the Revolving Facility as of December 31, 2024.

A 1.0% increase in interest rates on the Revolving facility would result in $4.6 million in additional interest expense annually based on our $464.0 million in outstanding borrowings as of December 31, 2023.

Any 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, including [added: the] risks or uncertainties [removed: related to the Company’s acquisitions, the Company’s growth strategies, including gaining market share] [added: discussed in Item 1A of this annual report on Form 10-K] and [removed: its digital strategies, or] [added: which may also be described from time to time in] the [removed: Company’s revenues and operating results being highly dependent on, among] other [removed: things,] [added: reports] the [removed: homebuilding industry, lumber prices and macroeconomic trends, including interest rates and potential labor] [added: Company files with the Securities] and [removed: supply shortages.][added: Exchange Commission (“SEC”).]

The Company operates approximately [removed: 570] [added: 590] locations in 43 states across the United States (“U.S.”), which are internally organized into geographic operating divisions.

Customers in the Pro Segment primarily include production and custom homebuilders, remodeling contractors, and [removed: multifamily] [added: multi-family] builders.

Growth within these markets is linked to a number of key factors, including demographic trends, housing demand, [added: housing trends including the size of new homes,] interest rates, employment levels, availability of credit, foreclosure rates, consumer confidence, the availability of qualified tradesmen, and the state of the economy in general.

The residential building products industry is characterized by several key trends, including greater utilization of manufactured components, an expanding role of the distributor in providing turn-key services and a consolidation of suppliers by homebuilders, as [removed: described in more detail below.]

Additionally, there is increasing interest in using digital [removed: tools] [added: solutions] to help drive end-to-end efficiencies throughout the construction industry.

According to the U.S. Census Bureau, the single-family residential construction market was an estimated [removed: $392.1] [added: $428.9] billion in [removed: 2023,] [added: 2024,] which was [removed: 13.5% lower] [added: 7.1% higher] than [removed: 2022.][added: 2023.]

Further, according to the Home Improvement Research Institute (“HIRI”) in its September [removed: 2023] [added: 2024] semi-annual forecast, the professional repair and remodel end market was an estimated [removed: $167.8] [added: $172.6] billion in [removed: 2023,] [added: 2024,] which was [removed: 5.0% lower] [added: 0.1% higher] than [removed: 2022.][added: 2023.]

We serve a broad customer base across the U.S. We have a diverse geographic footprint, as we have operations in 48 of the top 50 and [removed: 89] [added: 91] of the top 100 U.S. Metropolitan Statistical Areas (“MSAs”), as ranked by single family housing permits based on available [removed: 2023] [added: 2024] U.S. Census data.

We have a diversified customer base, ranging from large production builders to small custom homebuilders, as well as [removed: multifamily] [added: multi-family] builders, repair and remodeling contractors and light commercial contractors.

For the year ended December 31, [removed: 2023,] [added: 2024,] our top 10 customers accounted for [removed: 14.7%] [added: 15%] of net sales, with our largest customer accounting for [removed: 4.5%] [added: 4%] of net sales.

Our top [removed: 10] customers are comprised primarily of the largest national production homebuilders, including [removed: publicly traded companies such as] D.R. Horton, Inc., Dream Finders Homes, Inc., Lennar Corporation, Pulte Homes, Inc., [added: Meritage Homes,] Taylor Morrison Home Corporation, and Toll Brothers Inc.

In addition to the largest production homebuilders, we also service and supply regional production and local custom homebuilders as well as repair and remodeling contractors and [removed: multifamily] [added: multi-family] builders.

Our sales team [removed: expects to work very] [added: works] closely with the designers on a day-to-day basis in order to ensure the appropriate products are identified, ordered or produced and delivered on time to the building site.

Servicing a broad range of homebuilders, including single-family and [removed: multifamily] [added: multi-family] builders, and remodeling contractors allows us to more effectively manage market conditions that may have an outsized adverse impact on a specific customer segment.

[removed: While not as sensitive to commodity price fluctuations as lumber and lumber sheet goods, the] products in this category are constructed using lumber and lumber sheet goods, [removed: and thus are somewhat sensitive] [added: therefore this category does have limited exposure] to commodity price fluctuations.

We manufacture a portion of the vinyl windows that we distribute in our [removed: plant in] Houston, Texas [added: plant] which allows us to supply builders, primarily in the Texas market, with cost-competitive products.

Our manufacturing facilities utilize industry leading [removed: technology, including automated robotic truss lines,] [added: technology] and high-quality materials to improve product quality, increase efficiency, reduce lead times and minimize production errors.

We manufacture products within two of our product categories: manufactured products, and windows, doors [removed: &] [added: and] millwork.

After the design phase, a [added: printed layout is generated.]

*Windows.* We manufacture a full line of traditional vinyl windows at [removed: an approximately 200,000 square foot] [added: a] manufacturing facility located in Houston, Texas.

Organic Growth of [removed: Value-add] [added: Value-added] Products and Services

We have also expanded our operational footprint in the [removed: multifamily] [added: multi-family] and light commercial markets to position us for further growth in these end markets.

We have developed programs to help progress our people’s careers, such as our all-encompassing learning platform, 1-Team University, and [added: our Leadership Development Program, and] we strive to maintain a performance-based culture.

Our long-term acquisition strategy is focused on pursuing potential acquisitions that present opportunities to add manufacturing capabilities in a relatively short period of time, or that provide opportunities to advance our position in desirable geographies [removed: and enhance our market strength in] [added: or] key [removed: products.][added: product segments.]

This strategy allows us to quickly achieve the scale required to [removed: maximize profitability] [added: better serve our customers] and leverage existing customer relationships in the local market.

Our management has shown the capability to effectively and efficiently integrate [removed: newly-acquired] [added: newly acquired] businesses, increase productivity, and drive value.

We have successfully integrated over [removed: 60] [added: 75] acquisitions since 1998, including the company-transforming BMC and ProBuild transactions.

We believe this level of service is highly valued by our customers [removed: and generates significant customer loyalty.]

[added: At December 31, 2024, we employed approximately 2,600 sales representatives, who are] generally paid a commission based on gross margin dollars [removed: collected] [added: collected,] and worked with approximately [removed: 2,700] [added: 2,600] sales coordinators and product specialists.

While our largest single supplier [added: represents] only [removed: represented 8.3%] [added: 8%] of our total materials purchases for the year ended December 31, [removed: 2023,] [added: 2024,] we believe we are one of the largest customers for many suppliers, and therefore have significant purchasing leverage.

We face competition from other large national dealers that focus on the Pro Segment, including U.S. LBM, 84 Lumber and Carter Lumber; specialty dealers, such as roofing building supply companies; regional and local building supplies dealers; single and multi-site lumber yards; framing contractors; component manufacturers, including [removed: Universal Forest Products] [added: UFP Construction] and Stark Truss; and millwork operators, such as American Cedar and Millwork, and Western Pacific.

At December 31, [removed: 2023,] [added: 2024,] we had approximately 29,000 employees.

Our people are the key to our [removed: success,] [added: success] and our continued focus on delivering exceptional customer service and innovative solutions.

By participating in regular surveys and focus groups, we place a strong emphasis on enhancing and [removed: increasing the retention and engagement level of our team members.]

We also perform self-audits [added: and site visits by our Internal Audit department] to ensure our team members [added: follow best practices and] leave their workplace safely, every day.

During [removed: 2023,] [added: 2024,] our experience and continuing focus on workplace safety enabled us to preserve business continuity without sacrificing our commitment to keeping our team members and workplace visitors safe.

[removed: In 2023,] [added: We aim to reduce lost time and recordable injuries each year, and in 2024] we reduced our Total Recordable Incident Rate for the [removed: eighth] [added: ninth] consecutive year [removed: and by 32%] [added: with a 10% reduction] over the prior year.

We are committed to enhancing our efforts to promote a respectful and inclusive environment across all aspects of our organization, including [removed: hiring, promotion] [added: providing equal opportunities for professional development] and [removed: developmental opportunities.][added: advancement based solely on merit.]

We have maintained our commitment to learning and development through our online learning management system and [removed: limited] on-site courses facilitated [removed: in a safe setting] by our training and development team.

described in more detail below.

Our manufactured products allow builders to build higher quality homes more efficiently and produce less waste.

Some

*Corporate social responsibility (“CSR”) strategy*.

We allocate capital to opportunities that we believe maximize returns on investment, including value-added products, digital solutions, and automation.

and generates significant customer loyalty.

The Home Depot, Inc., through its acquisition of SRS Distribution Inc., and Lowe’s Companies Inc. continue to reposition themselves to gain market share in the Pro Segment.

There are also several competitors who are developing digital solutions for the homebuilding industry that may compete with our existing digital tools suite.

We believe that our scale and continuous investments in digital technologies through our Paradigm business uniquely position us to transform our industry through the deployment of our digital solutions.

increasing the retention and engagement level of our team members.

During 2024, we continued our detailed planning and design efforts and initiated testing within our ERP test environments.

Housing trends, including the size of new homes;

The Company may not succeed in addressing these and other risks.

Further information regarding the risk factors that could affect our financial and other results are included as Item 1A of this annual report on 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 (“SEC”).

Our manufactured products allow builders to

build higher quality homes more efficiently.

printed layout is generated.

*Environmental, social and governance strategy*.

At December 31, 2023, we employed approximately 2,500 sales representatives, who are

The Company also aspires to reduce its lost time and recordable injuries each year.

The program began in 2023, with detailed planning and design efforts.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, [removed: 2023,] [added: 2024,] was approximately [removed: $16.7] [added: $15.8] billion based on the closing price per share on that date of [removed: $136.00] [added: $138.41] as reported on the New York Stock Exchange.

The number of shares of the registrant’s common stock, par value $0.01, outstanding as of February [removed: 15, 2024,] [added: 14, 2025,] was [removed: 121,940,068.][added: 113,621,373.]

Portions of the registrant’s definitive proxy statement for its annual meeting of stockholders to be held on [removed: June 4, 2024,] [added: May 27, 2025,] are incorporated by reference into Part II and Part III of this Form 10-K.

| Item 1A. | | [Risk Factors](#item_1a_risk_factors) | | [removed: 10] [added: 11] |

| Item 3. | | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 23] [added: 24] |

| Item 9. | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9) | | [removed: 65] [added: 64] |

| Item 9A. | | [Controls and Procedures](#item_9a) | | [removed: 65] [added: 64] |

| Item 9B. | | [Other Information](#item_9b_or_information) | | [removed: 66] [added: 65] |

| Item 9C. | | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#item_9c_disclosure_regarding_foreign_jur) | | [removed: 66] [added: 65] |

| Item 10. | | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_officers) | | [removed: 67] [added: 66] |

| Item 11. | | [Executive Compensation](#item_11_executive_compensation) | | [removed: 67] [added: 66] |

| Item 13. | | [Certain Relationships and Related Transactions, and Director Independence](#item_13) | | [removed: 68] [added: 67] |

| Item 14. | | [Principal Accountant Fees and Services](#item_14) | | [removed: 68] [added: 67] |

| Item 15. | | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | [removed: 69] [added: 68] |

[removed: The] Company also maintains a cybersecurity insurance policy and has engaged a third-party digital forensics and incident response consultant and legal counsel on retainer.

The Company’s [added: CISO and] Chief Information Officer (“CIO”) [removed: provides] [added: provide] quarterly reports to the Audit Committee regarding the evolving cybersecurity risk landscape, including emerging risks, as well as the Company’s processes, program and initiatives for managing these risks.

The Company’s CISO reports directly to the CIO, who in turn reports to the [removed: CFO.][added: CEO.]

Under the direction of the CISO, the Company’s cybersecurity department continuously analyzes cybersecurity and resiliency risks to our business, considers industry trends and implements [added: preventive and detective] controls, as appropriate, to mitigate these risks.

The [added: cybersecurity] team consists of cybersecurity professionals holding multiple certifications such as [removed: the CISSP,] [added: CISSP (Certified Information Systems Security Professional),] CEH (Certified Ethical Hacker), GSOM (GIAC Security Operations Manager), [removed: GCIA (GIAC Certified Intrusion Analyst), GCFA (GIAC Certified Forensic Analyst), GNFA (GIAC Network Forensic Analyst), GCTI (GIAC Cyber Threat Intelligence),] CISM (Certified Information Security [removed: Manager) and] [added: Manager),] CISA (Certified Information Systems [removed: Auditor).][added: Auditor), among others.]

This analysis drives the Company’s [removed: long-] [added: short-] and [removed: short-term] [added: long-term] cybersecurity strategies, which are executed through a collaborative effort within the IT department and are communicated to the [removed: Board] [added: board] of [removed: Directors] [added: directors] regularly.

The

The CISO has over 20 years of experience in IT and cybersecurity.

The CISO maintains the certified information systems security professional (CISSP) certification and GIAC G2700 (Certified ISO 27000 Specialist) and has over 20 years of

experience in cybersecurity.

We have a broad network of distribution and manufacturing facilities in 43 states throughout the U.S. Based on available [removed: 2023] [added: 2024] U.S. Census data, we have operations in 48 of the top 50 and [removed: 89] [added: 91] of the top 100 U.S. [removed: Metropolitan Statistical Areas,] [added: MSAs,] as ranked by single family housing permits in [removed: 2023.][added: 2024.]

Distribution centers typically include 10 to 15 [added: useable] acres of outside storage, a 45,000 square foot warehouse, [removed: 4,000] [added: 6,000] square feet of office space, and 15,000 square feet of covered storage.

The distribution centers are usually located in industrial areas with [removed: low cost real estate and] easy access to freeways to maximize distribution efficiency and convenience.

Truss and panel manufacturing facilities vary in size from [removed: 30,000] [added: 60,000] square feet to [removed: 60,000] [added: 100,000] square feet with [removed: eight to] 10 [added: to 15 useable] acres of outside storage for [removed: lumber] [added: materials] and for finished goods.

Our window manufacturing facility in Houston, Texas is approximately [removed: 200,000] [added: 840,000] square feet.

We own [removed: 153] [added: approximately 190] actively operating [removed: facilities] [added: facilities, including our recent acquisition of Alpine Lumber,] and contractually lease [removed: 418] [added: 400] actively operating facilities.

In addition, we operate a fleet of approximately [removed: 18,800] [added: 19,000] rolling stock units which includes trucks, forklifts, and trailers used to deliver products from our distribution and manufacturing centers to our customers’ job sites.

The approximate number of stockholders of record of our common stock as of February [removed: 15, 2024,] [added: 14, 2025,] was [removed: 68.][added: 64.]

The graph compares Builders FirstSource, Inc.’s cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the S&P 500 [removed: index, Russell 2000 index,] [added: index] and the S&P 600 Building Products index.

The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, [removed: 2018,] [added: 2019,] to December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

The information regarding securities authorized for issuance under equity compensation plans appears in our definitive proxy statement for our annual meeting of stockholders to be held on [removed: June 4, 2024,] [added: May 27, 2025,] under the caption “Equity Compensation Plan Information,” which information is incorporated herein by reference.

The following table provides information with respect to our purchases of Builders FirstSource, Inc. common stock during the fourth quarter of fiscal year [removed: 2023:][added: 2024:]

[removed: In April 2023,] [added: On August 6, 2024,] the [added: Company announced the] board of [removed: directors approved] [added: directors’ approval of] a share repurchase authorization in the amount of $1.0 billion.

In the fourth quarter of [removed: 2023, 1,585,410] [added: 2024, 2,046,570] shares were repurchased and retired pursuant to share repurchase plans authorized by our board of directors.

The remaining [removed: 23,937] [added: 42,590] shares presented in the table above represent shares tendered in order to meet tax withholding requirements for restricted stock units vested.

| | | 12/19 | | | | 12/20 | | | | 12/21 | | | | 12/22 | | | | 12/23 | | | | 12/24 | | |

| Builders FirstSource, Inc. | | | 100.00 | | | | 160.61 | | | | 337.31 | | | | 255.33 | | | | 656.99 | | | | 562.50 | |

| S&P 500 | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |

| S&P 600 Building Products | | | 100.00 | | | | 127.17 | | | | 158.74 | | | | 132.74 | | | | 200.45 | | | | 225.97 | |

| October 1, 2024 — October 31, 2024 | | | 481,640 | | | $ | 191.88 | | | | 478,807 | | | $ | 750,860,446 | |

| November 1, 2024 — November 30, 2024 | | | 429,106 | | | | 180.82 | | | | 389,349 | | | | 680,880,229 | |

| December 1, 2024 — December 31, 2024 | | | 1,178,414 | | | | 155.04 | | | | 1,178,414 | | | | 500,000,146 | |

| Total | | | 2,089,160 | | | $ | 168.83 | | | | 2,046,570 | | | $ | 500,000,146 | |

On December 18, 2023, the Company joined the S&P 500.

As such, we have added the S&P 500 index to the comparison of 5-Year cumulative total returns in the graph below and have continued to present the Russell 2000 index in this Annual Report for 2023 as a transitional measure.

| | | 12/18 | | | | 12/19 | | | | 12/20 | | | | 12/21 | | | | 12/22 | | | | 12/23 | | |

| Builders FirstSource, Inc. | | | 100.00 | | | | 232.91 | | | | 374.06 | | | | 785.61 | | | | 594.68 | | | | 1,530.16 | |

| Russell 2000 | | | 100.00 | | | | 125.52 | | | | 150.58 | | | | 172.90 | | | | 137.56 | | | | 160.85 | |

| S&P 500 | | | 100.00 | | | | 131.49 | | | | 155.68 | | | | 200.37 | | | | 164.08 | | | | 207.21 | |

| S&P 600 Building Products | | | 100.00 | | | | 143.46 | | | | 182.44 | | | | 227.74 | | | | 190.43 | | | | 287.57 | |

| October 1, 2023 — October 31, 2023 | | | 55,844 | | | $ | 124.57 | | | | 55,193 | | | $ | 400,479,920 | |

| November 1, 2023 — November 30, 2023 | | | 1,553,503 | | | | 132.02 | | | | 1,530,217 | | | | 200,480,050 | |

| December 1, 2023 — December 31, 2023 | | | — | | | | — | | | | — | | | | 200,480,050 | |

| Total | | | 1,609,347 | | | $ | 131.76 | | | | 1,585,410 | | | $ | 200,480,050 | |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#consolidated_statements_operations)] [added: 2022](#consolidated_statements_operations)] | | 38 |

| [Consolidated Balance Sheets at December 31, [removed: 2023,] [added: 2024,] and [removed: 2022](#balance_sheets)] [added: 2023](#balance_sheets)] | | 39 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#cash_flows)] [added: 2022](#cash_flows)] | | 40 |

| [Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#stockholders_equity)] [added: 2022](#stockholders_equity)] | | 41 |

We have audited the accompanying consolidated balance sheets of Builders FirstSource, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, of changes in [removed: stockholders'] [added: stockholders’] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

As described in Note 2 to the consolidated financial statements, the Company recognized consolidated net sales of [removed: $17.1] [added: $16.4] billion for the year ended December 31, [removed: 2023,] [added: 2024,] a majority of which pertains to distribution sales.

These procedures also included, among others (i) testing, on a sample basis, revenue recognized by obtaining and inspecting source documents, such as purchase orders, invoices, proof of delivery, and cash receipts or third party confirmations and (ii) testing, on a sample basis, outstanding accounts receivable balances as of December 31, [removed: 2023] [added: 2024] by obtaining and inspecting source documents, such as purchase orders, invoices, proof of delivery or services performed, and subsequent cash receipts.

We have served as the Company’s auditor since [removed: 1999.][added: 1999]

| (in thousands, except per share amounts) | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Net sales | | $ | [removed: 17,097,330] [added: 16,400,492] | | | $ | [removed: 22,726,418] [added: 17,097,330] | | | $ | [removed: 19,893,856] [added: 22,726,418] | |

| Cost of sales | | | [removed: 11,084,996] [added: 11,017,448] | | | | [removed: 14,982,039] [added: 11,084,996] | | | | [removed: 14,042,900] [added: 14,982,039] | |

| Gross margin | | | [removed: 6,012,334] [added: 5,383,044] | | | | [removed: 7,744,379] [added: 6,012,334] | | | | [removed: 5,850,956] [added: 7,744,379] | |

| Selling, general and administrative expenses | | | [removed: 3,836,015] [added: 3,787,795] | | | | [removed: 3,974,173] [added: 3,836,015] | | | | [removed: 3,463,532] [added: 3,974,173] | |

| Income from operations | | | [removed: 2,176,319] [added: 1,595,249] | | | | [removed: 3,770,206] [added: 2,176,319] | | | | [removed: 2,387,424] [added: 3,770,206] | |

| Interest expense, net | | | [removed: 192,115] [added: 207,724] | | | | [removed: 198,373] [added: 192,115] | | | | [removed: 135,877] [added: 198,373] | |

| Income before income taxes | | | [removed: 1,984,204] [added: 1,387,525] | | | | [removed: 3,571,833] [added: 1,984,204] | | | | [removed: 2,251,547] [added: 3,571,833] | |

| Income tax expense | | | [removed: 443,649] [added: 309,627] | | | | [removed: 822,464] [added: 443,649] | | | | [removed: 526,131] [added: 822,464] | |

| Net income | | $ | [removed: 1,540,555] [added: 1,077,898] | | | $ | [removed: 2,749,369] [added: 1,540,555] | | | $ | [removed: 1,725,416] [added: 2,749,369] | |

| Basic | | $ | [removed: 12.06] [added: 9.13] | | | $ | [removed: 16.98] [added: 12.06] | | | $ | [removed: 8.55] [added: 16.98] | |

| Diluted | | $ | [removed: 11.94] [added: 9.06] | | | $ | [removed: 16.82] [added: 11.94] | | | $ | [removed: 8.48] [added: 16.82] | |

| Basic | | | [removed: 127,777] [added: 118,038] | | | | [removed: 161,960] [added: 127,777] | | | | [removed: 201,839] [added: 161,960] | |

| Diluted | | | [removed: 128,998] [added: 118,980] | | | | [removed: 163,481] [added: 128,998] | | | | [removed: 203,470] [added: 163,481] | |

| Cash and cash equivalents [added: at beginning of period] | | [removed: $] | 66,156 | | | [removed: $] | 80,445 | | [added: | | 42,603 | |]

| Accounts receivable, less allowances of [removed: $42,488] [added: $41,233] and [removed: $67,980,] [added: $42,488,] respectively | | | [removed: 1,436,917] [added: 1,163,147] | | | | [removed: 1,448,139] [added: 1,436,917] | |

| Other receivables | | | [removed: 290,310] [added: 344,342] | | | | [removed: 234,966] [added: 290,310] | |

| Inventories, net | | | [removed: 1,228,265] [added: 1,212,375] | | | | [removed: 1,426,196] [added: 1,228,265] | |

| Contract assets | | | [removed: 165,677] [added: 151,095] | | | | [removed: 183,700] [added: 165,677] | |

| Other current assets | | | [removed: 113,403] [added: 116,656] | | | | [removed: 124,201] [added: 113,403] | |

| Total current assets | | | [removed: 3,300,728] [added: 3,141,239] | | | | [removed: 3,497,647] [added: 3,300,728] | |

| Property, plant and equipment, net | | | [removed: 1,803,824] [added: 1,961,731] | | | | [removed: 1,567,631] [added: 1,803,824] | |

| Operating lease right-of-use assets, net | | | [removed: 502,184] [added: 594,301] | | | | [removed: 485,704] [added: 502,184] | |

| Intangible assets, net | | | [removed: 1,298,173] [added: 1,103,634] | | | | [removed: 1,550,944] [added: 1,298,173] | |

| Other assets, net | | | [removed: 37,987] [added: 103,677] | | | | [removed: 36,380] [added: 37,987] | |

| Total assets | | $ | [removed: 10,499,452] [added: 10,583,086] | | | $ | [removed: 10,595,160] [added: 10,499,452] | |

| Accounts payable | | $ | [removed: 881,384] [added: 868,054] | | | $ | [removed: 803,479] [added: 881,384] | |

| Accrued liabilities | | | [removed: 717,528] [added: 634,045] | | | | [removed: 739,009] [added: 717,528] | |

| Contract liabilities | | | [removed: 162,659] [added: 168,208] | | | | [removed: 193,178] [added: 162,659] | |

February 20, 2025

| (in thousands) | | December 31, 2024 | | | | December 31, 2023 | | |

| Cash and cash equivalents | | $ | 153,624 | | | $ | 66,156 | |

| Goodwill | | | 3,678,504 | | | | 3,556,556 | |

| Cash used for equity investments | | | (7,686 | ) | | | — | | | | — | |

| Payment of acquisition-related deferred and contingent consideration | | | (14,364 | ) | | | — | | | | — | |

| Tax withholdings on and exercises of equity awards | | | (62,784 | ) | | | (35,233 | ) | | | (34,330 | ) |

| Repurchase of common stock | | | (1,517,131 | ) | | | (1,811,517 | ) | | | (2,593,389 | ) |

| Accrued consideration for acquisitions | | | 8,974 | | | | 13,797 | | | | 11,270 | |

| Repurchase of common stock (3) | | | (8,868 | ) | | | (89 | ) | | | — | | | | (1,514,017 | ) | | | (1,514,106 | ) |

| Net income | | | — | | | | — | | | | — | | | | 1,077,898 | | | | 1,077,898 | |

| Balance at December 31, 2024 | | | 113,578 | | | $ | 1,136 | | | $ | 4,271,269 | | | $ | 24,065 | | | $ | 4,296,470 | |

Equity Investments

The Company’s equity investments are accounted for using equity method accounting and are recorded as other assets, net in the accompanying Consolidated Balance Sheets and are not considered significant to the Company.

The prior period amounts related to tax withholdings on equity awards have been reclassified from repurchases of common stock and combined with exercises of stock options to conform to the present year presentation.

| Manufactured products | | $ | 3,931,647 | | | $ | 4,669,088 | | | $ | 5,678,570 | |

| Windows, doors and millwork | | | 4,226,871 | | | | 4,310,061 | | | | 4,651,250 | |

| Specialty building products and services | | | 4,050,027 | | | | 3,992,132 | | | | 4,311,123 | |

| Lumber and lumber sheet goods | | | 4,191,947 | | | | 4,126,049 | | | | 8,085,475 | |

As our product alignment continues to be refined, we have reclassified prior periods net sales by product category to conform to the current period presentation.

The impact to each of the prior periods’ net sales for each product category was less than 1% for 2023 and 2022.

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, the Company amortizes 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.

As of December 31, 2024 and 2023, we had capitalized costs, net of amortization, of $9.3 million and $1.3 million included in Other current assets, respectively.

As of December 31, 2024, we had capitalized costs, net of amortization, of $52.7 million included in Other assets, net.

We did not have any non-current amounts recorded related to these agreements as of December 31, 2023.

Amortization expense for these costs was $1.3 million and $1.4 million for the years ended December 31, 2024 and 2023, respectively, and is included in Selling, general and administrative expenses within the Consolidated Statements of Operations.

We did not have any amortization expense related to these costs during the year ended December 31, 2022.

In November 2024, the FASB issued Accounting Standards Update 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.

During 2024 we completed a number of acquisitions for a combined $345.4 million purchase price, net of cash acquired, including the acquisitions of (i) Quality Door & Millwork, Inc. (“Quality Door”), (ii) Hanson Truss Components, Inc. (“Hanson Truss”), (iii) RPM Wood Products, Inc. (“RPM”), (iv) Schoeneman Bros.

Company (“Schoeneman”), (v) TRSMI, LLC (“TRSMI”), (vi) Western Truss & Components (“Western Truss”), (vii) CRi SoCal (“CRi”), (viii) Wyoming Millwork Co. (“Wyoming Millwork”), (ix) Sunrise Wood Designs, LLC (“Sunrise Wood Designs”), (x) Reno Truss, Inc. (“Reno Truss”), (xi) High Mountain Door and Trim, Inc. (“High Mountain”), (xii) Douglas Lumber, Kitchens and Home Center (“Douglas Lumber”), and (xiii) Kleet Lumber (“Kleet Lumber”).

Quality Door is a millwork distributor, serving Idaho markets in the Boise and Idaho Falls areas.

Hanson Truss produces trusses, serving the areas of northern California and western Nevada.

RPM provides a diverse product mix of lumber, windows, doors, millwork and trusses in northeastern Florida.

Schoeneman manufacturers trusses and provides building materials and products to eastern South Dakota, and western Iowa.

February 22, 2024

| (in thousands, except per share amounts) | | December 31, 2023 | | | | December 31, 2022 | | |

| Goodwill | | | 3,556,556 | | | | 3,456,854 | |

| Proceeds from divestiture of business | | | — | | | | — | | | | 76,162 | |

| Repurchase of common stock | | | (1,847,409 | ) | | | (2,628,308 | ) | | | (1,714,761 | ) |

| Cash and cash equivalents at beginning of period | | | 80,445 | | | | 42,603 | | | | 423,806 | |

| Non-cash consideration for the BMC Merger | | $ | — | | | $ | — | | | $ | 3,658,362 | |

| Balance at December 31, 2020 | | | 116,829 | | | $ | 1,168 | | | $ | 589,241 | | | $ | 562,374 | | | $ | 1,152,783 | |

| Merger consideration | | | 89,586 | | | | 896 | | | | 3,657,466 | | | — | | | | | 3,658,362 | |

| Repurchase of common stock (1) | | | (27,459 | ) | | | (274 | ) | | | — | | | | (1,747,777 | ) | | | (1,748,051 | ) |

| Exercise of stock options | | | 90 | | | | 1 | | | | 739 | | | | — | | | | 740 | |

| Net income | | | — | | | | — | | | | — | | | | 1,725,416 | | | | 1,725,416 | |

Offsetting dilution from the BMC Merger continues to be the primary purpose of the repurchase program.

For the period ended December 31, 2023, these product and service offerings are distributed across approximately 570 locations operating in 43 states across the U.S.

Our segments do not have any revenues or long-lived assets located in foreign countries.

| Lumber and lumber sheet goods | | $ | 4,128,855 | | | $ | 8,086,838 | | | $ | 8,429,763 | |

| Manufactured products | | | 4,700,670 | | | | 5,675,713 | | | | 4,352,223 | |

| Windows, doors and millwork | | | 4,289,094 | | | | 4,653,255 | | | | 3,335,714 | |

| Specialty building products and services | | | 3,978,711 | | | | 4,310,612 | | | | 3,776,156 | |

We reclassified net sales of $155.6 million and $142.3 million into the Specialty building products and services product category for the years ended December 31, 2022, and 2021, respectively, to conform to the current year presentation.

The carrying amount of the Revolving facility at December 31, 2023, approximates fair value as the rates are comparable to those at which we could currently borrow under similar terms, are variable and incorporate a measure of our credit risk.

As such, the fair value of the Revolving facility was also classified as Level 2 in the hierarchy.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through additional and more detailed information about a reportable segment's expenses.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The guidance is to be applied retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of

adoption.

Noltex and Standale manufacture trusses and provide building components and other building supplies to single- and multifamily customers in the Texas metro markets and the Grand Rapids, Michigan area, respectively.

BMS and JBM manufacture and supply millwork and trim in the Anchorage, Alaska and Chattanooga, Tennessee areas, respectively.

Church’s, FCC, and Encore provide lumber and other building supplies in the Detroit, Michigan, the Florida Panhandle, and the Springdale, Arkansas areas, respectively.

During 2022 we completed a number of acquisitions for a combined $639.3 million purchase price, net of cash acquired, including the acquisitions of (i) Panel Truss of Longview, Inc., Panel Truss – Hearne, LLC, Case-Hill, Inc., Panel Truss-Dallas, LLC, Truss Ops Trucking, LLC and Truss Ops, LLC (the “Texas Panel Truss Businesses”), (ii) Panel Truss – Oakwood, LLC, Panel Truss – Townville, LLC and Panel Truss – Ringgold, LLC (the “East Panel Truss Businesses”), (iii) Valley Truss Co., Inc. (“Valley Truss”), (iv) Odds-N-Ends, Inc., d/b/a HomCo Lumber & Hardware (“HomCo”), (v) Trussway, LLC and its subsidiaries (“Trussway”), (vi) Fulcrum Building Group Holdings, LLC and its subsidiaries (“Fulcrum”), and (vii) Pima Door and Supply and Sunrise Carpentry (“Pima”).

| Goodwill | | | 99,702 | | | | 186,662 | |

| Total assets | | $ | 281,422 | | | $ | 741,668 | |

*BMC Merger*

On January 1, 2021, we completed our all stock merger transaction with BMC Stock Holdings, Inc., a Delaware corporation (“BMC”), pursuant to the Agreement and Plan of Merger, dated as of August 26, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among Builders FirstSource, Inc., Boston Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Builders FirstSource, Inc. (“Merger Sub”) and BMC.

On the terms and subject to the conditions set forth in the Merger Agreement, on January 1, 2021, Merger Sub merged with and into BMC, with BMC continuing as the surviving corporation and a wholly owned subsidiary of Builders FirstSource, Inc. (the “BMC Merger”).

On January 1, 2022, we completed a legal entity reorganization pursuant to which, among other things, BMC was merged with and into Builders FirstSource, Inc., with Builders FirstSource, Inc. continuing as the surviving corporation.

The BMC Merger expands the Company’s geographic reach and value-added offerings.

The BMC Merger was 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 date.

Net sales and income before income taxes attributable to BMC were $6.5 billion and $789.5 million, respectively, for the year ended December 31, 2021.

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 and in [added: our] annual report on Form 10-K.

*Conclusions regarding Disclosure Controls.* Based on the required evaluation of our disclosure controls and procedures, our CEO and CFO have concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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.

Based on our evaluation under the framework set forth in *Internal Control — Integrated Framework (2013)*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

The information required by this [removed: item] [added: item, other than the information regarding the Code of Business Conduct and Ethics and Insider Trading Policy set forth below,] appears in our definitive proxy statement for our annual meeting of stockholders to be held [removed: June 4, 2024] [added: May 27, 2025] under the captions “Proposal 1 — Election of Directors,” “Continuing Directors,” “Information Regarding the Board and Its Committees,” “Corporate Governance,” “Delinquent Section 16(a) Reports,” and “Executive Officers of the Registrant,” which information is incorporated herein by reference.

Insider Trading Policy

We have an Insider Trading Policy governing the purchase, sale and other dispositions of our securities that applies to all of our personnel, including directors, officers and employees and other covered persons.

The Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this report.

The information required by this item appears in our definitive proxy statement for our annual meeting of stockholders to be held [removed: June 4, 2024,] [added: May 27, 2025,] under the captions “Executive Compensation and Other Information,” “Director Compensation — Compensation of Directors,” and “Compensation Committee Interlocks and Insider Participation,” which information is incorporated herein by reference.

The information required by this item appears in our definitive proxy statement for our annual meeting of stockholders to be held on [removed: June 4, 2024,] [added: May 27, 2025,] under the caption “Securities Owned by Directors, Executive Officers, and Certain Beneficial Owners” and “Equity Compensation Plan Information,” which information is incorporated herein by reference.

The information required by this item appears in our definitive proxy statement for our annual meeting of stockholders to be held [removed: June 4, 2024,] [added: May 27, 2025,] under the caption “Election of Directors and Management Information,” “Information Regarding the Board and its Committees,” and “Certain Relationships and Related Party Transactions,” which information is incorporated herein by reference.

The information required by this item appears in our definitive proxy statement for our annual meeting of stockholders to be held [removed: June 4, 2024,] [added: May 27, 2025,] under the caption “Ratification of Selection of Independent Registered Public Accounting Firm — Fees Paid to PricewaterhouseCoopers LLP,” which information is incorporated herein by reference.

| [removed: 4.5*] [added: 4.6*] | | [Description of Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/1316835/000095017024018584/bldr-ex4_5.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex4_5.htm)] |

| 21.1* | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1316835/000095017024018584/bldr-ex21_1.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex21_1.htm)] |

| 23.1* | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1316835/000095017024018584/bldr-ex23_1.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex23_1.htm)] |

| 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 [removed: Dave Rush] [added: Peter M. Jackson] as Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000095017024018584/bldr-ex31_1.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex31_1.htm)] |

| 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 [removed: Peter M. Jackson] [added: Pete Beckmann] as Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000095017024018584/bldr-ex31_2.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex31_2.htm)] |

| 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 [removed: Dave Rush] [added: Peter M. Jackson] as Chief Executive Officer and [removed: Peter M. Jackson] [added: Pete Beckmann] as Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000095017024018584/bldr-ex32_1.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex32_1.htm)] |

| [removed: 97.1*] [added: 19.1*] | | [removed: [Compensation Recoupment Policy](https://www.sec.gov/Archives/edgar/data/1316835/000095017024018584/bldr-ex97_1.htm)] [added: [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex19_1.htm)] |

| 101* | | The following financial information from Builders FirstSource, Inc.’s Form 10-K filed on February [removed: 22, 2024,] [added: 20, 2025,] formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”): (i) Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] (ii) Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] (iii) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] and (v) the Notes to Consolidated Financial Statements. |

| 104* | | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] has been formatted in Inline XBRL. |

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 [removed: Dave Rush, our Chief Executive Officer, and] Peter M.

Jackson, our Chief [added: Executive Officer, and Pete Beckmann, our Chief] Financial Officer.

Builders FirstSource, Inc. will furnish a copy of any exhibit listed above to any stockholder without charge [removed: upon written request to Timothy D.][added: upon]

| 4.5 | | [Indenture, dated as of February 29, 2024, among Builders FirstSource, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 29, 2024, File Number 001-40620)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001316835/000119312524053452/d771661d8k.htm) |

| 10.19 | | [Builders FirstSource, Inc. Director Compensation Policy (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 22, 2024, File Number 001-40620)](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001316835/000095017024018584/bldr-20231231.htm) |

| 10.22*+ | | [Special Advisor Agreement, dated as of November 6, 2024, between Builders FirstSource, Inc. and Dave Rush](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex10_22.htm) |

| 97.1* | | [Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 22, 2024, File Number 001-40620)](https://www.sec.gov/ix?doc=/Archives/edgar/data/1316835/000095017024018584/bldr-20231231.htm) |

written request to Timothy D.

| 10.19* | | [Builders FirstSource, Inc. Director Compensation Policy](https://www.sec.gov/Archives/edgar/data/1316835/000095017024018584/bldr-ex10_19.htm) |

| [added: Dave Rush] | [removed: /s/ DAVE RUSH] | [added: | | |]

| [added: /s/ DAVE RUSH] | [removed: Dave Rush] | [added: Director | | February 20, 2025 |]

| /s/ [removed: DAVE RUSH] [added: PETER M. JACKSON] | | Chief Executive Officer and Director | | February [removed: 22, 2024] [added: 20, 2025] |

| [removed: Dave Rush] [added: Peter M. Jackson] | | (Principal Executive Officer) | | |

| /s/ [removed: PETER M. JACKSON] [added: PETE R. BECKMANN] | | Executive Vice President and Chief Financial Officer | | February [removed: 22, 2024] [added: 20, 2025] |

| [removed: Peter M. Jackson] [added: Pete R. Beckmann] | | (Principal Financial Officer) | | |

| [removed: Jami Beckmann] [added: Matthew Trester] | | (Principal Accounting Officer) | | |

| /s/ PAUL S. LEVY | | Chairman and Director | | February [removed: 22, 2024] [added: 20, 2025] |

| /s/ MARK ALEXANDER | | Director | | February [removed: 22, 2024] [added: 20, 2025] |

| /s/ CORY J. BOYDSTON | | Director | | February [removed: 22, 2024] [added: 20, 2025] |

| /s/ DIRKSON R. CHARLES | | Director | | February [removed: 22, 2024] [added: 20, 2025] |

| /s/ CLEVELAND A. CHRISTOPHE | | Director | | February [removed: 22, 2024] [added: 20, 2025] |

| /s/ WILLIAM B. HAYES | | Director | | February [removed: 22, 2024] [added: 20, 2025] |

| /s/ BRETT N. MILGRIM | | Director | | February [removed: 22, 2024] [added: 20, 2025] |

| /s/ JAMES O’LEARY | | Director | | February [removed: 22, 2024] [added: 20, 2025] |

| [removed: /s/ CRAIG] [added: Craig] A. [removed: STEINKE] [added: Steinke] | | | | |

| [removed: Craig] [added: /s/ CRAIG] A. [removed: Steinke] [added: STEINKE] | | Director | | February [removed: 22, 2024] [added: 20, 2025] |

February 20, 2025

| | /s/ PETER M. JACKSON |

| | Peter M. Jackson |

| /s/ MATTHEW TRESTER | | Vice President and Controller | | February 20, 2025 |

| | | | | |

February 22, 2024

| /s/ JAMI BECKMANN | | Senior Vice President and Chief Accounting Officer | | February 22, 2024 |