Builders FirstSource (BLDR) 10-K risk factor changes: FY2025 vs FY2024

Our lumber and lumber sheet goods product category represented 26% of total net sales for the year ended December 31, [removed: 2024.][added: 2025.]

We face, and will continue to face, significant competition from local, regional and other national building materials chains, [added: large retailers that provide products to retail consumers and small builders,] as well as from privately-owned single site enterprises and new entrants into the market, due to the low barrier to, and cost of, entry.

Any of these competitors may [removed: (1)] [added: (i)] foresee the course of market development more accurately than we do, [removed: (2)] [added: (ii)] develop products that are superior to our products, [removed: (3)] [added: (iii)] have the ability to produce or supply similar products at a lower cost, [removed: (4)] [added: (iv)] develop stronger relationships with local homebuilders or commercial [removed: builders or (5)] [added: builders, (v)] adapt more quickly to [removed: new technologies or] evolving customer [removed: requirements] [added: preferences or requirements, or (vi) more effectively adopt and utilize new or emerging technologies, including data analytics, automation and artificial intelligence] than we do.

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

Home affordability can be a key driver in demand for our [removed: products] [added: products,] and home prices have increased meaningfully over the past several years.

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

[removed: anticipated] [added: Strategic acquisitions involve risks and if we are unable to realize the 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 [removed: strategy] [added: strategy,] and we seek to identify attractive acquisition opportunities that we believe will be accretive and result in increased sales and earnings before interest, taxes, depreciation and amortization (“EBITDA”), cost savings, synergies and various other benefits.

Furthermore, multiples for acquisition targets have generally increased over the past few [removed: years] [added: years,] and we face increased competition from other acquirors for attractive acquisition opportunities.

Our ten largest customers generated [removed: 15%] [added: 14%] of our net sales for the year ended December 31, [removed: 2024.][added: 2025.]

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

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

We face significant competition for these [removed: types of] employees in our industry and from other industries.

Our success also depends to a significant extent on the continued service of our senior management [removed: team.][added: team and key operations personnel.]

We may be unsuccessful in replacing key managers [added: or operations personnel] who either resign or retire.

The loss of any member of our senior management team or other experienced senior employees could impair our ability to execute our business plan, [added: result in operational disruptions,] cause us to lose customers and reduce our net sales, or lead to employee morale problems and/or the loss of other key employees.

[removed: Consequently, we may continue to face higher operating expenses and may lose revenue opportunities if we lack capacity to meet customer demands due to labor shortages] While only a small percentage of our workforce is unionized, there can be no assurance that additional employees will not conduct union organization campaigns or become union members in the [removed: future] [added: future,] and a failure to renew existing collective bargaining agreements on favorable terms could lead to further labor shortages and higher labor costs.

[removed: Our primary] [added: Many of our legacy] ERP systems are proprietary systems that have been highly customized by our computer programmers.

We are [removed: 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.

These events could compromise [removed: ours’] [added: our] and our customers’ and suppliers’ confidential information, impede or interrupt our business operations, and could result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational damage.

While we have not experienced any material losses relating to cyber-attacks or other information security breaches to date, we have been the subject of attempted hacking and [removed: cyber-attacks] [added: cyber-attacks,] and there can be no assurance that we will not suffer such significant losses in the future.

[removed: Gross margins on sales to single-family, 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.

[added: 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.

For example, [added: during 2025,] we [removed: are in] [added: began] the [removed: process] [added: implementation] of [removed: implementing] a new ERP system.

The new ERP system is intended to transform [added: certain] areas [added: of business] such as manufacturing, supply chain, procurement, warehouse management, delivery, quote to cash, financial reporting, and analytics, and position us to better leverage automation and process efficiency and enable productivity enhancements.

We anticipate [added: that the] full integration of the new ERP system [removed: to] [added: will] take many years.

In addition, such improvements [removed: can] [added: may] be challenging to integrate with our existing technology systems or may uncover problems with our existing technology systems.

As of December 31, [removed: 2024,] [added: 2025,] our debt totaled [removed: $3.7] [added: $4.5] billion, which includes $0.2 billion of finance lease and other finance obligations.

[added: We have a $2.2 billion revolving credit facility with a maturity date of May 20, 2030 (“Revolving Facility”), under] which we had no outstanding borrowings and $0.1 billion of letters of credit outstanding as of December 31, [removed: 2024.][added: 2025.]

In addition, we also have [removed: $0.6] [added: $0.7] billion in obligations under operating leases.

We are substantially reliant on cash on hand and borrowing availability under the Revolving Facility, which totaled [removed: $1.8] [added: $1.7] billion at December 31, [removed: 2024,] [added: 2025,] to provide working capital and fund our operations.

The agreement governing the Revolving 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 [removed: $80.0] [added: $165.0] million or 10% of the maximum borrowing amount, which was [removed: $171.4] [added: $160.7] million as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] we had no outstanding debt at variable interest rates.

If conditions in the housing industry continue to deteriorate, we may [removed: need] [added: be required] to take goodwill and/or asset impairment charges [removed: relating to] [added: for] certain [removed: of our] reporting units.

Throughout [removed: 2024,] [added: 2025,] we generated significant excess cash flows.

Our business plan calls for us to execute a variety of strategies to deploy excess capital including, but not limited to, continued organic balance sheet growth and the consideration of potential acquisition opportunities [removed: to further deploy our excess capital] when we expect such opportunities to significantly enhance long-term stockholder value.

We have also repurchased approximately [removed: $7.6] [added: $8.0] billion of our shares since January 2021 through the date of this filing and intend to continue repurchasing shares [added: from time to time, subject to market conditions, liquidity, and other considerations,] pursuant to [added: the] share repurchase authorization approved by our board of directors in [removed: August 2024.][added: April 2025.]

[removed: Federal,] [added: Our operations are subject to complex and evolving federal,] state, [added: and] local [added: laws] and [removed: other regulations] [added: regulations, the violation of which] could [added: expose us to potential liabilities and] impose substantial costs and/or restrictions on our operations that [removed: would] [added: could] reduce our net income.

[removed: We are subject to various federal, state, local] [added: These laws, regulations] and [removed: other regulations, including,] [added: executive orders include,] among other things, regulations promulgated by the Department of Transportation and applicable to our fleet of delivery trucks, work safety regulations promulgated by the Department of Labor’s Occupational Safety and Health Administration, employment regulations, including immigration and work-authorization laws and regulations promulgated by the United States Equal Employment Opportunity Commission, tariff regulations on imported products promulgated by the Federal government, [added: laws and regulations related to cybersecurity, data privacy, encryption, artificial intelligence, telecommunications,] accounting standards issued by the Financial Accounting Standards Board (“FASB”) or similar entities, state and local regulations relating to our escrow business, and state and local zoning restrictions and building codes.

[removed: Moreover, failure] [added: Failure] to comply with [removed: the regulatory requirements applicable to our business] [added: these laws, regulations, and executive orders] could expose us to [removed: substantial] [added: fines and] penalties that could adversely affect our financial condition, operating results and cash flows and damage our reputation.

While we seek to mitigate risks and liabilities of these transactions through due diligence to identify valuation issues and potential loss contingencies and to negotiate transaction terms, there may be risks and liabilities that our due diligence efforts do not discover, that are not accurately or completely disclosed to us or that we inadequately assess.

Consequently, we may continue to face higher operating expenses and may lose revenue opportunities if we lack capacity to

meet customer demands due to labor shortages.

Gross margins on sales to single-family, multi-family, commercial and other contractors vary based on a variety of factors, including the purchase volumes of the

It is not possible to predict the outcome of pending legal proceedings, and it is possible that these actions could be decided unfavorably towards the Company.

We are subject to various federal, state and local laws, regulations and executive orders, many of which are complex, frequently changing, and subject to varying interpretations.

Changes to existing laws, regulations, executive orders, and enforcement priorities, changes to how they are interpreted, or the implementation of new, more stringent laws, regulations, and executive orders, could adversely affect our business by increasing compliance costs, limiting our ability to offer a product or service, requiring changes to our business practices, or otherwise making our products and services less attractive to customers.

Any future changes in federal and state tax laws and regulations could have an adverse direct impact on our corporate taxes.

Additionally, some investors and shareholder advocates may disagree with our goals and initiatives, and the focus of such stakeholders may change and evolve over time.

Stakeholders also may have different views on where we should focus our corporate responsibility and sustainability efforts.

Emerging issues related to our development, integration and use of artificial intelligence (“AI”) could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business.

Our development, integration and use of AI technology in our operations remains in the early phases.

We have started to assess the use of AI technology to drive productivity and data analytics.

While we aim to develop, integrate and use AI responsibly, we may ultimately be unsuccessful in identifying or resolving issues, such as accuracy errors, cybersecurity vulnerabilities, unintended biases, and discriminatory outputs, before they arise.

AI is a new and emerging technology in early stages of commercial use and presents a number of risks inherent in its use by us, our customers, suppliers and other business partners and third-party providers, or through the use of third-party hardware and software.

These risks include, but are not limited to, ethical considerations, public perception, intellectual property protection, regulatory compliance, privacy concerns and data security.

As a result, we cannot predict future developments in AI and related impacts to our business and our industry.

If we are unable to successfully and accurately develop, integrate and use AI technology, address the risks and challenges associated with AI, or if the content, analyses, or recommendations that AI applications assist in producing are, or are alleged to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be materially adversely affected.

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

from us.

The cost and

We have a $1.8 billion revolving credit facility with a maturity date of January 17, 2028 (“Revolving Facility”), under

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

Significant changes in these or other areas may increase our general and administrative costs and adversely affect our financial condition, operating results and cash flows.

Adverse impacts

The Company operates approximately [removed: 590] [added: 585] 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.

We [removed: offer an] [added: deliver] integrated [removed: solution to our customers] [added: homebuilding solutions] by [removed: providing] manufacturing, [removed: supply,] [added: supplying,] and [removed: installation of] [added: installing] a full range of structural and related building products.

Our [removed: manufactured products include our] [added: leading network of strategically located manufacturing facilities produces] factory-built roof and floor trusses, wall panels, vinyl windows, custom millwork and trim, as well as engineered wood that we [removed: design, cut,] [added: design] and [removed: assemble] [added: cut specifically] for each home.

We also assemble interior and exterior doors into pre-hung [removed: units.][added: units for easy installation.]

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

As various current market dynamics, including inflationary pressures, mortgage rates and housing affordability shift, [added: a composite of] industry forecasters, including the National Association of Home [removed: Builders (“NAHB”),] [added: Builders, John Burns Research and Consulting, and Zonda Homes (collectively, the “Industry Forecast Composite”)] expect to see housing demand [removed: increase] [added: decrease] in the near-term.

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

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

These acquisitions further expand our market footprint and provide additional operations in our value-added product categories and are further described in Notes 3 and [removed: 16] [added: 15] to the consolidated financial statements included in Item 8 of this annual report on Form 10-K.

On [removed: February 21, 2024,] [added: April 30, 2025,] the Company’s board of directors authorized [removed: the] [added: a new] repurchase [added: plan] of up to [removed: $1.0 billion] [added: $500.0 million] of the Company’s outstanding shares of common [removed: stock, inclusive of the approximately $200 million remaining outstanding in the prior share repurchase plan authorized in April 2023.][added: stock.]

Under share repurchase programs authorized by the board of directors since August 2021, the Company has repurchased a total of [removed: 95.9] [added: 99.3] million shares of common stock, or [removed: 46.5%] [added: 48.1%] of the Company’s total shares outstanding, at an average price of [removed: $79.56,] [added: $80.90,] inclusive of fees and taxes, including [removed: 8.9] [added: 3.4] million shares of common stock at an average price of [removed: $170.74,] [added: $118.65,] inclusive of fees and taxes, in [removed: 2024.][added: 2025.]

As of December [removed: 31,2024,] [added: 31, 2025,] the Company had $500.0 million authorization remaining under its current share repurchase program.

On [removed: February 29, 2024,] [added: May 8, 2025,] the Company completed a private offering of [removed: $1.0 billion] [added: $750.0 million] in aggregate principal amount of [removed: 6.375%] [added: 6.750%] senior unsecured notes due [removed: 2034 (“6.375% 2034 notes”)] [added: 2035 (“6.75% 2035 notes”),] at an issue price equal to 100% of par value.

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

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

From time to time, based on market conditions and other factors and subject to compliance with applicable laws and regulations, the Company may repurchase or call our notes, repay debt, repurchase shares of our common stock or otherwise enter into transactions [removed: regarding] [added: with respect to] its capital structure.

[removed: A composite of third-party sources, including the NAHB, are] [added: The Industry Forecast Composite is] forecasting [removed: 1.4] [added: 1.3] million U.S. total housing starts and [removed: 1.0 million] [added: 925 thousand] U.S. single-family housing starts for [added: the year ended December 31,] 2025, which are [removed: relatively flat from] [added: decreases of 3.7% and 8.7%, respectively, compared to the year ended December 31,] 2024.

In addition, in its September [removed: 2024] [added: 2025] semi-annual forecast, the [removed: HIRI] [added: Home Improvement Research Institute] forecasted sales in the professional repair and remodel end market to increase [removed: 3.2%] [added: 2.9%] in [removed: 2025] [added: 2026] compared to [removed: 2024.][added: 2025.]

We believe the [added: housing industry’s] long-term outlook [removed: for the housing industry] is positive and that [removed: the housing industry] [added: it] remains underbuilt due to growth in the underlying demographics compared to historical new construction levels.

However, [removed: uncertainty around] [added: macroeconomic uncertainty, including fluctuations in] interest [removed: rates] [added: rates, stock market volatility, impact of changes in tariffs] and [removed: inflation] [added: inflation,] may continue to pressure near-term housing industry demand as homes are less affordable for consumers, investors and builders.

We will continue to focus on working capital by closely monitoring the credit exposure of our customers, [removed: remaining focused on] maintaining the right level of inventory and by working with our vendors to improve payment terms.

We strive to achieve the appropriate balance of short-term expense control while maintaining the expertise and capacity to grow the [removed: business as market conditions expand.][added: business.]

A discussion regarding our financial condition and results of operations for the year ended December 31, [removed: 2024,] [added: 2025,] compared to the year ended December 31, [removed: 2023,] [added: 2024,] is presented below.

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,] can be found under Item 7 of Part II of our annual report on Form 10-K for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] filed with the SEC on February [removed: 22, 2024.][added: 20, 2025.]

[removed: 2024] [added: 2025] Compared with [removed: 2023][added: 2024]

| Cost of sales | | | [removed: 67.2] [added: 69.6] | % | | | [removed: 64.8] [added: 67.2] | % |

| Gross margin | | | [removed: 32.8] [added: 30.4] | % | | | [removed: 35.2] [added: 32.8] | % |

| Selling, general and administrative expenses | | | [removed: 23.1] [added: 25.2] | % | | | [removed: 22.4] [added: 23.1] | % |

| Income from operations | | | [removed: 9.7] [added: 5.2] | % | | | [removed: 12.8] [added: 9.7] | % |

| Interest expense, net | | | [removed: 1.3] [added: 1.8] | % | | | [removed: 1.1] [added: 1.3] | % |

| Income tax expense | | | [removed: 1.9] [added: 0.5] | % | | | [removed: 2.6] [added: 1.9] | % |

| Net income | | | [removed: 6.5] [added: 2.9] | % | | | [removed: 9.1] [added: 6.5] | % |

*Net Sales.* Net sales for the year ended December 31, [removed: 2024,] [added: 2025,] were [removed: $16.4] [added: $15.2] billion, a [removed: 4.1%] [added: 7.4%] decrease from net sales of [removed: $17.1] [added: $16.4] billion for [removed: 2023.][added: 2024.]

These decreases were partially offset by [removed: increases] [added: an increase] in net sales from acquisitions [removed: and increased selling days] of [removed: 2.1% and 0.7%, respectively.][added: 4.6%.]

| Total net sales | $ | [removed: 16,400.5] [added: 15,190.6] | | | | 100.0 | % | | $ | [removed: 17,097.3] [added: 16,400.5] | | | | 100.0 | % | | | [removed: (4.1] [added: (7.4] | )% |

We experienced decreased net sales in our manufactured products [removed: categories] [added: category] primarily due to [removed: a continued normalization in multi-family] [added: decreased single-family housing starts] and [removed: commodity deflation.][added: decreased multi-family activity, partially offset by an increase in net sales from acquisitions.]

Our windows, doors, and millwork [added: net] sales declined primarily due to [removed: price normalization.][added: decreased single-family housing starts.]

For the comparable period, specialty building products and services [removed: and lumber and lumber sheet goods] [added: increased primarily due to an increase in net] sales [removed: remained relatively consistent.][added: from acquisitions.]

*Gross Margin.* Gross margin decreased [removed: $0.6] [added: $0.8] billion to [removed: $5.4] [added: $4.6] billion due to decreased [added: net] sales.

Our gross margin percentage decreased to [removed: 32.8%] [added: 30.4%] in [removed: 2024] [added: 2025] from [removed: 35.2%] [added: 32.8%] in [removed: 2023,] [added: 2024,] a 2.4% decrease.

We are a leading provider of building materials for professional builders in new residential construction and repair and remodeling.

Additionally, we distribute a wide range of building products, including lumber, sheet goods, windows, doors, millwork, and specialty items.

Our services, which vary by market, include professional installation, turnkey framing, and shell construction.

Supported by the latest construction innovations and digital solutions, we help drive greater efficiency across homebuilding.

During 2025, we completed a number of acquisitions for a combined $1.1 billion purchase price, net of cash acquired, including the acquisitions of (i) Alpine Lumber Company (“Alpine Lumber”), (ii) O.C. Cluss Lumber Company (“O.C. Cluss”), (iii) Truckee Tahoe Lumber (“Truckee Tahoe”), (iv) St. George Truss Co. (“St. George Truss”), (v) Stately Las Vegas Holdings, LLC (“Stately Las Vegas”), (vi) Rystin Construction, Inc (“Rystin”), (vii) Lengefeld Lumber Co., LP (“Lengefeld Lumber”), and (viii) Pleasant Valley Homes, Inc (“Pleasant Valley”).

On January 2, 2026, we completed the acquisition of Premium Building Components (“Premium Building”).

Premium Building provides truss and wall panel products, serving customers in eastern New York.

The new repurchase plan replaced the Company’s prior $1.0 billion share repurchase authorization announced in August 2024, which had approximately $100.0 million remaining under its authorization.

On May 20, 2025, the Company amended the Revolving Facility to increase the existing revolving commitments of $1.8 billion with new revolving commitments of $2.2 billion and to extend the maturity date to May 20, 2030.

*Market Information*

Our common stock is dual listed on the New York Stock Exchange and the NYSE Texas under the trading symbol “BLDR”.

The listing and trading of the common stock on the NYSE Texas commenced on August 12, 2025.

Full year 2025 housing starts have not been published by the U.S. Census Bureau as of the date of this annual report on Form 10-K.

For the year ended December 31, 2026, the Industry Forecast Composite is forecasting U.S. total housing starts and U.S. single-family housing starts to remain relatively flat compared to 2025.

We believe we are well-positioned to grow and capture market share as industry conditions improve in the long term.

| | | 2025 | | | | 2024 | | |

Core organic sales decreased net sales by 10.3%, primarily due to a below-normal starts environment, while commodity price deflation and one fewer selling day decreased net sales by another 1.3% and 0.4%, respectively.

| | 2025 | | | | | | | | 2024 | | | | | | | | | | |

| Manufactured products (1) | $ | 3,410.5 | | | | 22.4 | % | | $ | 3,985.8 | | | | 24.3 | % | | | (14.4 | )% |

| Windows, doors and millwork (1) | | 3,836.2 | | | | 25.3 | % | | | 4,238.1 | | | | 25.8 | % | | | (9.5 | )% |

| Specialty building products and services | | 4,068.0 | | | | 26.8 | % | | | 3,907.5 | | | | 23.9 | % | | | 4.1 | % |

| Lumber and lumber sheet goods | | 3,875.9 | | | | 25.5 | % | | | 4,269.1 | | | | 26.0 | % | | | (9.2 | )% |

Our lumber and lumber sheet goods category decreased primarily due to lower single-family housing starts and commodity price deflation, partially offset by an increase in net sales from acquisitions.

This decrease was primarily driven by a below-normal starts environment.

Our effective tax rate was 15.1% in 2025, a decrease compared to the 22.3% in 2024, primarily related to the benefit of income tax credits, impact of state income taxes and discrete tax adjustments, partially offset by permanent differences, relative to a decreased income before income taxes.

In addition, we may use borrowings under the Revolving Facility to facilitate debt repayment and consolidation, and to fund share repurchases.

(1) The prior year amounts have been conformed to current year presentation.

There is no impact on gross availability or net excess borrowing availability on the Revolving Facility as previously reported.

2025 Compared with 2024

For the year ended December 31, 2025, cash used in investing activities increased $0.8 billion compared to the prior year ended December 31, 2024, primarily due to using an additional $0.8 billion of cash for acquisitions.

We are a leading supplier and manufacturer of building materials, manufactured components and construction services to professional contractors, sub-contractors and consumers.

Additionally, we supply our customers with a broad offering of professional grade building products not manufactured by us, such as dimensional lumber and lumber sheet goods, various window, door and millwork lines along with other various building products.

Our full range of construction-related services includes professional installation, turn-key framing and shell construction, and spans all of our product categories.

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.

*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.

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

Actual U.S. single-family housing starts for the year ended December 31, 2024, were 1.0 million, an increase of 6.5% compared to the year ended December 31, 2023.

We believe we are well-positioned to take advantage of the construction activity in our markets and to increase our market share, which may include strategic acquisitions.

| | | 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%.

| | 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 | % |

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.

In addition, we may use the Revolving Facility to assist debt consolidation.

| Other receivables availability | | | 51.5 | | | | 65.1 | |

For the year ended December 31, 2024, the Company used $42.4 million more cash to invest compared to the prior year ended December 31, 2023, primarily due to $97.8 million more spent on acquisitions, offset by $63.0 million less as a net investment in property, plant and equipment.

Decreasing the long-term growth EBITDA multiple or increasing the discount rate would not have changed the results of our impairment testing.

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

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| Common stock, par value $0.01 per share | BLDR | New York Stock Exchange [added: NYSE Texas] |

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, [removed: 2024,] [added: 2025,] was approximately [removed: $15.8] [added: $12.6] billion based on the closing price per share on that date of [removed: $138.41] [added: $116.69] 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: 14, 2025,] [added: 11, 2026,] was [removed: 113,621,373.][added: 110,605,069.]

Portions of the registrant’s definitive proxy statement for its annual meeting of stockholders to be held on May [removed: 27, 2025,] [added: 14, 2026,] are incorporated by reference into Part II and Part III of this Form 10-K.

| Item 1B. | | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 22] [added: 23] |

| Item 1C. | | [Cybersecurity](#item_1c_cybersecurity) | | [removed: 22] [added: 23] |

| Item 2. | | [Properties](#item_2_properties) | | [removed: 23] [added: 24] |

| Item 3. | | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 24] [added: 25] |

| Item 4. | | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 24] [added: 25] |

| Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5) | | [removed: 25] [added: 26] |

| Item 6. | | [Reserved](#item_6) | | [removed: 26] [added: 27] |

| Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | | [removed: 27] [added: 28] |

| Item 7A. | | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a) | | [removed: 34] [added: 35] |

| Item 8. | | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | | [removed: 35] [added: 36] |

Statements in this report and the schedules hereto that are not purely historical facts or that necessarily depend upon future events, including statements about expected market share gains, forecasted financial [removed: performance] [added: performance, industry and business outlook] or other statements about anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as [removed: amended.][added: amended (the “Exchange Act”).]

In addition, oral statements made by [removed: our] [added: the Company’s] directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements.

[removed: Any forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control or may be currently unknown to] [added: Further information regarding] the [removed: Company,] [added: risk factors] that could [removed: cause actual events or results to differ materially from] [added: affect] the [removed: events or] [added: Company’s financial and other] results [removed: described in the forward-looking statements, including the risks or uncertainties discussed] [added: can be found] in Item 1A of this annual report on Form 10-K and [removed: which] may also be described from time to time in the other reports the Company files with the Securities and Exchange Commission (“SEC”).

The Company operates approximately [removed: 590] [added: 585] locations in 43 states across the United States (“U.S.”), which are internally organized into geographic operating divisions.

We [removed: offer an] [added: deliver] integrated [removed: solution to our customers] [added: homebuilding solutions] by [removed: providing] manufacturing, [removed: supply] [added: supplying,] and [removed: installation of] [added: installing] a full range of structural and related building products.

Our [removed: manufactured products include our] [added: leading network of strategically located manufacturing facilities produces] factory-built roof and floor trusses, wall panels, vinyl windows, custom millwork and trim, [added: manufactured and semi-custom modular homes,] as well as engineered wood that we [removed: design, cut,] [added: design] and [removed: assemble] [added: cut] specifically for each home.

We also assemble interior and exterior doors into pre-hung [removed: units.][added: units for easy installation.]

Builders FirstSource, Inc. is a Delaware corporation formed in 1998 as BSL Holdings, Inc. On October 13, 1999, our name changed to Builders FirstSource, Inc. Our common stock [removed: trades] [added: is dual listed] on the New York Stock Exchange (“NYSE”) [added: and the NYSE Texas, Inc. (the “NYSE Texas”)] under the [added: trading] symbol “BLDR”.

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 [added: described in more detail below.]

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: 91] [added: 94] of the top 100 U.S. [added: Core Based Statistical Areas (“CBSAs”), which include] Metropolitan Statistical Areas [removed: (“MSAs”),] [added: and Micropolitan Statistical Areas,] as ranked by single family housing permits based on available [removed: 2024] [added: 2025] U.S. Census data.

For the year ended December 31, [removed: 2024,] [added: 2025,] our top 10 customers accounted for [removed: 15%] [added: 14%] of net sales, with our largest customer accounting for 4% of net sales.

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

Without manufactured products, builders construct these items on-site, where weather and variable labor quality can [removed: negatively impact construction cost, quality and installation time.]

[added: Some] products in this category are constructed using lumber and lumber sheet goods, therefore this category does have limited exposure to commodity price fluctuations.

Millwork includes interior trim and custom features, including those that we manufacture under the [removed: Synboard ®] [added: Synboard®] brand name.

We believe our integrated approach and scale allow us to compete effectively through our comprehensive product lines, prefabricated components and value-added services, combined with the knowledge of our integrated sales [removed: forces] [added: force] to enable our homebuilder customers to complete construction more quickly, with higher quality and at a lower cost.

Each house requires its own set of designed shop drawings, which vary by builder type [removed: —] [added: between] production [removed: versus] [added: and] custom builders.

We assemble the cut lumber to form roof trusses, floor trusses or wall panels, before shipping the [removed: finished components by house to the job site.]

In addition, we offer our Ready-Frame® framing system which uses specialty software to calculate project-specific lumber needs to provide pre-cut and labeled packages delivered and ready to assemble on the [removed: jobsite.][added: job site.]

The resulting cash flow should provide meaningful opportunities for increased investment in organic and acquisitive growth that [removed: preserve] [added: preserves] our balance sheet strength, [removed: grow] [added: grows] our return on invested capital and [removed: return] [added: returns] capital to our shareholders.

Our comprehensive network of products, services and facilities provides a strategically advantaged service model which enhances our value to our customers and provides a strong platform to drive [removed: growth.]

[added: The scope and scale of our existing] infrastructure, customer base, and logistical capabilities mean that improvements in efficiency, when replicated across our network, can yield substantial profit margin expansion.

[removed: *Strong emphasis] [added: *We remain focused] on putting our people first*.

Our team members are a critical resource, and every single one [removed: makes] [added: plays] a [removed: difference.][added: meaningful role in our success.]

Consistent with our core values, our goal is to be recognized by our customers as the preferred supplier, by our employees as a safe, [removed: diverse] and [removed: inclusive workforce,] [added: respectful workplace,] by the industry as being at the forefront of innovation, by our stakeholders as an ethical [removed: company] [added: company,] and by the communities in which we serve as a good corporate citizen.

Forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control or may be currently unknown to the Company, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements; such risks or uncertainties include those related to the Company’s growth strategies, including acquisitions, organic growth and digital and technology strategies, including the Company’s ability to drive growth by incorporating artificial intelligence and machine learning solutions into its platform, or the dependence of the Company’s revenues and operating results on, among other things, the homebuilding industry and, to a lesser extent, repair and remodel activity, which in each case is dependent on economic conditions, including inflation, interest rates, home size and affordability, consumer confidence, labor and supply shortages, tariffs and duties and also lumber and other commodity prices, which may be impacted by changes in tariffs and duties.

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

We are a leading provider of building materials for professional builders in new residential construction and repair and remodeling.

Additionally, we distribute a wide range of building products, including lumber, sheet goods, windows, doors, millwork, and specialty items.

Our services, which vary by market, include professional installation, turnkey framing, and shell construction.

Supported by the latest construction innovations and digital solutions, we help drive greater efficiency across homebuilding.

The listing and trading of the common stock on the NYSE Texas commenced on August 12, 2025.

negatively impact construction cost, quality and installation time.

We also produce a broad range of manufactured and semi-custom modular homes, built in a temperature-controlled facility under our Pine Grove Homes and Pleasant Valley Homes brand names.

We maintain a broad portfolio of manufactured housing plans including ranch, community, and single-section homes, which can range from 1,000 square feet to approximately 2,000 square feet.

Currently, the majority of these manufactured homes are constructed in accordance with the regulations and rules of the U.S. Department of Housing and Urban Development (“HUD”).

Our semi-custom modular homes include ranch, cape, chalet, and colonial home types, with can range from 1,000 square feet to approximately 2,500 square feet.

finished components by house to the job site.

growth.

Strengthening talent acquisition, development, and retention ensures we continue to attract and grow the skilled workforce that drives our business forward.

Our team members represent the Company every day in the communities we serve, and their commitment to serving our customers is a fundamental component of our performance.

We are equally committed to their well‑being, supported by a robust environmental, health, and safety program designed to deliver world‑class safety results and ensure everyone returns home safely.

In addition, we have developed programs and put processes in place to help progress our team members’ careers, such as our annual talent week and our Leadership Development Program that focuses on meeting the team member where they are in their development.

We strive to maintain a performance-based culture.

We aim to reduce lost time and recordable injuries each year, and in 2025, our Total Recordable Incident Rate remained flat as compared to 2024 and still near historic lows following nine consecutive years of significant improvement.

Our long‑term trend continues to reflect meaningful progress driven by stronger safety practices, enhanced training, and increased field engagement.

We remain committed to continuous improvement and maintaining a safe work environment for all team members.

We continue to promote greater awareness, strengthen communication, and reinforce our cultural expectations through our Corporate Inclusion Council and other Company-wide initiatives.

We had record participation in our annual employee engagement survey, demonstrating our team’s willingness to share feedback regarding the Company’s workplace experience.

The survey results showed that our team members feel supported professionally, with a positive connection to their workplace, and strong confidence in company leadership.

Feedback further illustrates that our team supports our priorities of improving communication throughout the organization, and our continued emphasis on creating clear and supported career paths for our team members.

We invest in comprehensive leadership development programs designed to cultivate the critical capabilities essential for driving organizational success and delivering long-term shareholder value.

Our curriculum focuses on high-impact competencies, including effective communication, trust-building, and performance coaching, alongside the visionary leadership required to navigate change with resilience.

Furthermore, we provide training in conflict resolution, developmental feedback, and sound decision-making, as well as values-based interviewing to ensure talent alignment.

Through these strategic efforts, we enhance leadership effectiveness and sustain a high-performing culture.

Complementing these programs, we continue to invest in accessible learning resources through our online learning management system.

During 2025, we implemented the new ERP system in two pilot markets, and successfully converted our centralized finance and accounting functions, as well as our internal and external financial reporting.

also available on our website at the same location.

We are a leading supplier and manufacturer of building materials, manufactured components and construction services to professional homebuilders, sub-contractors, remodelers and consumers.

Additionally, we supply our customers with a broad offering of professional grade building products not manufactured by us, such as dimensional lumber and lumber sheet goods and various window, door and millwork lines along with other specialty building products.

Our full range of construction-related services include professional installation, turn-key framing and shell construction, spanning all of our product categories.

Further, through our Paradigm subsidiary, we offer software solutions and services for the building products industry.

described in more detail below.

According to the U.S. Census Bureau, the single-family residential construction market was an estimated $428.9 billion in 2024, which was 7.1% higher than 2023.

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

Some

The scope and scale of our existing

Enhancing talent acquisition, employee development and retention will ensure we continue to attract and retain this valuable component of our business.

Our team members are the face of the Company to our customers and the communities in which we operate.

Their contributions in serving our customers are a fundamental component in our success.

We care about our team members and strive to have a strong environmental, health and safety program that drives world-class safety results and ensures our team members leave their workplace safely, every day.

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

and generates significant customer loyalty.

increasing the retention and engagement level of our team members.

We aim to reduce lost time and recordable injuries each year, and in 2024 we reduced our Total Recordable Incident Rate for the ninth consecutive year with a 10% reduction over the prior year.

We continue to create greater awareness, eliminate unconscious bias and foster more open and honest communication through our Corporate Inclusion Council.

The Company’s employee survey to assess and improve our efforts finds that the majority of employees feel welcome, safe and included, treated fairly with opportunities to reach full potential, supported professionally, emotionally and socially and are comfortable sharing experiences and opinions, and valued as a team member.

We’ve identified four key priorities through our surveys: enhance awareness, broaden workforce representation, improve communication, and increase inclusion and engagement.

With these priorities in mind, we host quarterly town halls and engage in regular Company-wide communications, offer leadership development opportunities and sales trainings, and continue to establish regional and local employee resource groups.

We offer leadership development training for new and existing leaders in topics such as: Effective Communication, Conducting Performance Management, Developing Successful and Productive Teams, Conflict Resolution and Management, Providing Exceptional Customer Service, Hiring for Fit and Building a Diverse and Inclusive Team.

We have maintained our commitment to learning and development through our online learning management system and on-site courses facilitated by our training and development team.

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 effects of weather.

The Company’s cybersecurity program interfaces with other functional areas within the Company, including but not limited to the Company’s business segments and information technology, legal, risk management, human resources and internal audit departments, as well as external third-party partners, to identify and understand potential cybersecurity [removed: threats.][added: threats and risks.]

The Company has engaged a third-party managed detection and response [removed: company] [added: partner] to monitor the security of its information systems around-the-clock, including intrusion detection, and to provide instantaneous alerting [added: and triaging] should a cybersecurity event occur.

[added: 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 CISO reports directly to the CIO, who in turn reports to the [removed: CEO.][added: principal executive officer (“CEO”).]

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

We have a broad network of distribution and manufacturing facilities in 43 states throughout the U.S. Based on available [removed: 2024] [added: 2025] U.S. Census data, we have operations in 48 of the top 50 and [removed: 91] [added: 94] of the top 100 U.S. [removed: MSAs,] [added: CBSAs,] as ranked by single family housing permits in [removed: 2024.][added: 2025.]

We own approximately 190 actively operating facilities, [removed: including our recent acquisition of Alpine Lumber,] and contractually lease [removed: 400] [added: 395] actively operating facilities.

As described in Note 9 to the consolidated financial statements included in Item 8 of this annual report on Form 10-K, [removed: 115] [added: 110] of our leased facilities are subject to a sales-lease back transaction that is accounted for in our financial statements as owned assets with offsetting financing obligations.

In addition, we operate a fleet of approximately [removed: 19,000] [added: 19,300] rolling stock units which includes trucks, forklifts, and trailers used to deliver products from our distribution and manufacturing centers to our customers’ job sites.

Through knowledge of local homebuilder needs, customer coordination and rapid restocking ability, we reduce working [removed: capital requirements and guard against out-of-stock products.]

While these claims are generally covered under the Company’s existing insurance programs to the extent any loss exceeds the deductible, there is a reasonable possibility of loss that is not able to be estimated at this time because (i) many of the proceedings are in the discovery stage, (ii) the outcome of future litigation is uncertain, and/or (iii) the [removed: complex] nature of the [removed: claims.][added: claims is complex.]

We carry insurance coverage in such amounts in excess of our self-insured retention as we believe to be reasonable under the [removed: circumstances] [added: circumstances,] and that may or may not cover any or all of our liabilities in respect of such claims and lawsuits.

Our common stock is [added: dual listed and] traded on the NYSE [added: and NYSE Texas] under the symbol “BLDR”.

The approximate number of stockholders of record of our common stock as of February [removed: 14, 2025,] [added: 11, 2026,] was [removed: 64.][added: 62.]

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: 2019,] [added: 2020,] to December 31, [removed: 2024.][added: 2025.]

[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 May [removed: 27, 2025,] [added: 14, 2026,] 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: 2024:][added: 2025:]

In the fourth quarter of [removed: 2024, 2,046,570] [added: 2025, the Company did not repurchase or retire any] shares [removed: were repurchased and retired] pursuant to share repurchase plans authorized by our board of directors.

The [removed: remaining 42,590] [added: 17,699] shares presented in the table above represent [removed: shares] [added: stock] tendered in order to meet tax withholding requirements for restricted stock units vested.

Additionally, the Company has established a comprehensive cybersecurity risk management program for third-party service providers and vendors.

Our processes include: (i) pre-engagement due diligence to assess cybersecurity maturity and compliance with industry standards; (ii) contractual requirements for security controls, breach notification, and incident response protocols; (iii) ongoing monitoring and periodic security assessments throughout the vendor relationship; and (iv) escalation procedures for identified risks or incidents.

Third-party cybersecurity risks are monitored continuously and integrated into the Company's overall enterprise risk management framework, with oversight by the CISO.

In 2025, the Company’s board of directors established a Technology Committee of the board of directors to (i) oversee the Company’s technology strategy, (ii) review the development of impactful technology; (iii) review the Company’s current IT infrastructure and (iv) support the Audit Committee, the board of directors and management in its oversight of the Company’s cybersecurity strategy.

capital requirements and guard against out-of-stock products.

| | | 12/20 | | | | 12/21 | | | | 12/22 | | | | 12/23 | | | | 12/24 | | | | 12/25 | | |

| Builders FirstSource, Inc. | | | 100.00 | | | | 210.02 | | | | 158.98 | | | | 409.07 | | | | 350.23 | | | | 252.12 | |

| S&P 500 | | | 100.00 | | | | 128.71 | | | | 105.40 | | | | 133.10 | | | | 166.40 | | | | 196.16 | |

| S&P 600 Building Products | | | 100.00 | | | | 124.83 | | | | 104.38 | | | | 157.63 | | | | 177.70 | | | | 194.02 | |

| October 1, 2025 — October 31, 2025 | | | 17,699 | | | $ | 121.92 | | | | — | | | $ | 500,000,000 | |

| November 1, 2025 — November 30, 2025 | | | — | | | | — | | | | — | | | | 500,000,000 | |

| December 1, 2025 — December 31, 2025 | | | — | | | | — | | | | — | | | | 500,000,000 | |

| Total | | | 17,699 | | | $ | 121.92 | | | | — | | | $ | 500,000,000 | |

On April 30, 2025, the Company announced the board of directors’ termination of the prior share repurchase authorization and approval of a new share repurchase authorization of up to $500.0 million of the Company’s outstanding shares of common stock.

The

| | | 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 August 6, 2024, the Company announced the board of directors’ approval of a share repurchase authorization in the amount of $1.0 billion.

| [Report of Independent Registered Public Accounting Firm – PCAOB ID 238](#report_public_accounting_firm) | | [removed: 36] [added: 37] |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_operations)] [added: 2023](#consolidated_statements_operations)] | | [removed: 38] [added: 39] |

| [Consolidated Balance Sheets at December 31, [removed: 2024,] [added: 2025,] and [removed: 2023](#balance_sheets)] [added: 2024](#balance_sheets)] | | [removed: 39] [added: 40] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#cash_flows)] [added: 2023](#cash_flows)] | | [removed: 40] [added: 41] |

| [Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#stockholders_equity)] [added: 2023](#stockholders_equity)] | | [removed: 41] [added: 42] |

| [Notes to Consolidated Financial Statements](#notes_to) | | [removed: 42] [added: 43] |

We have audited the accompanying consolidated balance sheets of Builders FirstSource, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Note 2 to the consolidated financial statements, the Company recognized consolidated net sales of [removed: $16.4] [added: $15.2] billion for the year ended December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] by obtaining and inspecting source documents, such as purchase orders, invoices, proof of delivery or services performed, and subsequent cash receipts.

| (in thousands, except per share amounts) | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | $ | [removed: 16,400,492] [added: 15,190,638] | | | $ | [removed: 17,097,330] [added: 16,400,492] | | | $ | [removed: 22,726,418] [added: 17,097,330] | |

| Cost of sales | | | [removed: 11,017,448] [added: 10,574,861] | | | | [removed: 11,084,996] [added: 11,017,448] | | | | [removed: 14,982,039] [added: 11,084,996] | |

| Gross margin | | | [removed: 5,383,044] [added: 4,615,777] | | | | [removed: 6,012,334] [added: 5,383,044] | | | | [removed: 7,744,379] [added: 6,012,334] | |

| Selling, general and administrative expenses | | | [removed: 3,787,795] [added: 3,829,501] | | | | [removed: 3,836,015] [added: 3,787,795] | | | | [removed: 3,974,173] [added: 3,836,015] | |

| Income from operations | | | [removed: 1,595,249] [added: 786,276] | | | | [removed: 2,176,319] [added: 1,595,249] | | | | [removed: 3,770,206] [added: 2,176,319] | |

| Interest expense, net | | | [removed: 207,724] [added: 273,894] | | | | [removed: 192,115] [added: 207,724] | | | | [removed: 198,373] [added: 192,115] | |

| Income before income taxes | | | [removed: 1,387,525] [added: 512,382] | | | | [removed: 1,984,204] [added: 1,387,525] | | | | [removed: 3,571,833] [added: 1,984,204] | |

| Income tax expense | | | [removed: 309,627] [added: 77,183] | | | | [removed: 443,649] [added: 309,627] | | | | [removed: 822,464] [added: 443,649] | |

| Net income | | $ | [removed: 1,077,898] [added: 435,199] | | | $ | [removed: 1,540,555] [added: 1,077,898] | | | $ | [removed: 2,749,369] [added: 1,540,555] | |

| Basic | | $ | [removed: 9.13] [added: 3.91] | | | $ | [removed: 12.06] [added: 9.13] | | | $ | [removed: 16.98] [added: 12.06] | |

| Diluted | | $ | [removed: 9.06] [added: 3.89] | | | $ | [removed: 11.94] [added: 9.06] | | | $ | [removed: 16.82] [added: 11.94] | |

| Basic | | | [removed: 118,038] [added: 111,421] | | | | [removed: 127,777] [added: 118,038] | | | | [removed: 161,960] [added: 127,777] | |

| Diluted | | | [removed: 118,980] [added: 111,822] | | | | [removed: 128,998] [added: 118,980] | | | | [removed: 163,481] [added: 128,998] | |

| (in thousands) | | [removed: December 31, 2024] [added: 2025] | | | | [removed: December 31, 2023] [added: 2024] | | | [added: | 2023 | | |]

| Cash and cash equivalents [added: at beginning of period] | | [removed: $] | 153,624 | | | [removed: $] | 66,156 | | [added: | | 80,445 | |]

| Accounts receivable, less allowances of [removed: $41,233] [added: $42,511] and [removed: $42,488,] [added: $41,233,] respectively | | | [removed: 1,163,147] [added: 1,061,011] | | | | [removed: 1,436,917] [added: 1,163,147] | |

| Other receivables | | | [removed: 344,342] [added: 330,013] | | | | [removed: 290,310] [added: 344,342] | |

| Inventories, net | | | [removed: 1,212,375] [added: 1,094,684] | | | | [removed: 1,228,265] [added: 1,212,375] | |

| Contract assets | | | [removed: 151,095] [added: 133,011] | | | | [removed: 165,677] [added: 151,095] | |

| Other current assets | | | [removed: 116,656] [added: 126,811] | | | | [removed: 113,403] [added: 116,656] | |

| Total current assets | | | [removed: 3,141,239] [added: 2,927,283] | | | | [removed: 3,300,728] [added: 3,141,239] | |

| Property, plant and equipment, net | | | [removed: 1,961,731] [added: 2,204,184] | | | | [removed: 1,803,824] [added: 1,961,731] | |

| Operating lease right-of-use assets, net | | | [removed: 594,301] [added: 622,188] | | | | [removed: 502,184] [added: 594,301] | |

| Goodwill | | | [removed: 3,678,504] [added: 4,137,377] | | | | [removed: 3,556,556] [added: 3,678,504] | |

| Intangible assets, net | | | [removed: 1,103,634] [added: 1,183,793] | | | | [removed: 1,298,173] [added: 1,103,634] | |

| Other assets, net | | | [removed: 103,677] [added: 139,705] | | | | [removed: 37,987] [added: 103,677] | |

| Total assets | | $ | [removed: 10,583,086] [added: 11,237,530] | | | $ | [removed: 10,499,452] [added: 10,583,086] | |

February 17, 2026

| (in thousands, except par value amounts) | | December 31, 2025 | | | | December 31, 2024 | | |

| Cash and cash equivalents | | $ | 181,753 | | | $ | 153,624 | |

| Deferred income taxes | | | 23,000 | | | | — | |

| Net income | | $ | 435,199 | | | $ | 1,077,898 | | | $ | 1,540,555 | |

| Other non-cash adjustments | | | 2,992 | | | | 22,563 | | | | (1,659 | ) |

| Receivables | | | 182,499 | | | | 259,616 | | | | (24,129 | ) |

| Repurchase of common stock (3)(4) | | | (3,402 | ) | | | (34 | ) | | | (98,174 | ) | | | (305,398 | ) | | | (403,606 | ) |

| Net income | | | — | | | | — | | | | — | | | | 435,199 | | | | 435,199 | |

| Balance at December 31, 2025 | | | 110,585 | | | $ | 1,106 | | | $ | 4,197,279 | | | $ | 153,866 | | | $ | 4,352,251 | |

(4)

Amounts paid in excess of par are allocated to additional paid-in capital during periods in which retained earnings is depleted.

The prior period amounts related to amortization of debt discount, premium and issuance costs, loss on extinguishments of debt, and non-cash net loss (gain) on assets have been combined with other non-cash adjustments, while credit loss expense (benefit) has been combined with receivables on the face of the consolidated statements of cash flows, to conform to the current year presentation.

Our operating segments are organized on a geographical basis to facilitate a

| Manufactured products | | $ | 3,410,492 | | | $ | 3,985,803 | | | $ | 4,409,809 | |

| Windows, doors and millwork | | | 3,836,204 | | | | 4,238,123 | | | | 4,331,439 | |

| Specialty building products and services | | | 4,068,074 | | | | 3,907,438 | | | | 4,079,850 | |

| Lumber and lumber sheet goods | | | 3,875,868 | | | | 4,269,128 | | | | 4,276,232 | |

The impact to each of the prior periods’ net sales for manufactured products, windows, doors and millwork, specialty building products and services, and lumber and lumber sheet goods was 1.4%, 0.3%, \-3.5%, and 1.8% for 2024 and \-5.6%, 0.5%, 2.2%, and 3.6% for 2023, respectively.

Other Receivables

| Net income | | $ | 435,199 | | | $ | 1,077,898 | | | $ | 1,540,555 | |

| Basic | | $ | 3.91 | | | $ | 9.13 | | | $ | 12.06 | |

| Diluted | | $ | 3.89 | | | $ | 9.06 | | | $ | 11.94 | |

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.

The standard applies to costs incurred to develop or obtain software for internal use.

ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming.

Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

During 2025, we completed a number of acquisitions for a combined $1.1 billion purchase price, net of cash acquired, including the acquisitions of (i) Alpine Lumber, (ii) O.C. Cluss, (iii) Truckee Tahoe, (iv) St. George Truss, (v) Stately Las Vegas, (vi) Rystin, (vii) Lengefeld Lumber, and (viii) Pleasant Valley.

Truckee Tahoe is a supplier of lumber and building materials in the northern California and northwestern Nevada markets.

St. George Truss manufactures trusses, serving builders in southern Utah and southern Nevada.

Stately Las Vegas and Rystin provide turnkey door and trim solutions to customers in the Las Vegas area.

Lengefeld Lumber supplies lumber and building materials to builders in central Texas, while Pleasant Valley Homes is a wholesale manufacturer of factory-built housing, selling HUD-compliant manufactured homes and semi-custom modular homes to land lease community developers, retailers and home builders across ten northeastern states.

| | | 2025 | | | | 2024 | | |

| | | 2025 | | | | 2024 | | |

| Acquisitions | | | 458,873 | |

| Balance as of December 31, 2025 (1) | | $ | 4,137,377 | |

Significant information and assumptions utilized in estimating future cash flows for quantitative goodwill impairment analyses include projections of revenue growth utilizing publicly available industry information, such as lumber commodity prices and housing start forecasts developed by the Industry Forecast Composite.

Expected future profitability reflects current headcount levels and cost structure and are flexed in future years based upon historical trends at various revenue levels.

Long-term growth was based on terminal value EBITDA multiples to reflect the relevant expected acquisition prices.

The discount rate used is intended to reflect the weighted average cost of capital for a potential market participant and includes all risks of ownership and the associated risks of realizing the stream of projected future cash flows.

February 20, 2025

| Loss on extinguishment of debt | | | — | | | | 728 | | | | 27,387 | |

| Credit loss expense (benefit) | | | 10,419 | | | | (11,488 | ) | | | 38,921 | |

| Non-cash net loss (gain) on assets | | | 16,972 | | | | (7,072 | ) | | | (1,965 | ) |

| Receivables | | | 249,197 | | | | (12,641 | ) | | | 381,223 | |

| Payments of debt extinguishment costs | | | — | | | | — | | | | (20,672 | ) |

| Cash and cash equivalents at beginning of period | | | 66,156 | | | | 80,445 | | | | 42,603 | |

| Balance at December 31, 2021 | | | 179,820 | | | $ | 1,798 | | | $ | 4,260,670 | | | $ | 540,013 | | | $ | 4,802,481 | |

| Repurchase of common stock (1) | | | (41,853 | ) | | | (418 | ) | | | — | | | | (2,585,872 | ) | | | (2,586,290 | ) |

| Net income | | | — | | | | — | | | | — | | | | 2,749,369 | | | | 2,749,369 | |

The primary purpose of the repurchase program was to offset dilution from the merger with BMC.

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 | |

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

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.

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures.

This amendment modifies the rules on income tax disclosures to require entities to disclose: (i) specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold; (ii) the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, as well as individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid net of refunds; (iii) the income or loss from continuing operations before income tax expense, or benefit, disaggregated between domestic and foreign; and (iv) income tax expense or benefit from continuing operations disaggregated by federal, state and foreign.

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.

TRSMI manufactures and distributes trusses around the Detroit, Michigan area.

Western Truss manufactures roof and floor trusses, serving central Arizona.

CRi installs windows and doors in the southern California area.

Wyoming Millwork serves custom and semi-custom builders with lumber and lumber sheet goods, windows, doors, millwork, trusses and other building products in Delaware.

Sunrise Wood Designs is a custom cabinet manufacturer and installer to production and custom builders in North Texas.

Reno Truss is a manufacturer and distributor of roof and floor trusses to single-family and multi-family markets in the Nevada area.

High Mountain distributes and installs doors, windows and millwork to single-family and multi-family markets in the northern Nevada area.

Douglas Lumber provides building materials to Rhode Island, Massachusetts and Connecticut, while Kleet Lumber provides lumber and building materials in the Long Island area.

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”).

These acquisitions further expanded our market footprint and provide additional operations in our value-added product categories and our multi-family customer segment.

| Balance as of December 31, 2022 (1) | | $ | 3,456,854 | |

| Acquisitions | | | 99,702 | |

The goodwill recognized from the TRSMI business combination will not be deductible for tax purposes.

During 2023 we derecognized certain customer relationships, trade names, non-compete agreements and subcontractor relationships assets as they were fully amortized, resulting in a decrease in the gross carrying amount of the intangible assets and the related accumulated amortization.

The information required by this 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 May [removed: 27, 2025] [added: 14, 2026] 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.

In addition, we will disclose on our website at the Internet address above any amendments and waivers to our Code of Business Conduct and Ethics or our Supplemental Code of Ethics for Chief Executive Officer, President and Senior Financial Officers of Builders FirstSource, Inc. that relate to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the [removed: Securities] Exchange [removed: Act of 1934, as amended.][added: Act.]

The information required by this item appears in our definitive proxy statement for our annual meeting of stockholders to be held May [removed: 27, 2025,] [added: 14, 2026,] 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 May [removed: 27, 2025,] [added: 14, 2026,] 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 May [removed: 27, 2025,] [added: 14, 2026,] 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 May [removed: 27, 2025,] [added: 14, 2026,] 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: 2.1] [added: 10.12] | | [removed: [Agreement and Plan of Merger,] [added: [Notes Collateral Agreement,] dated [removed: August 26, 2020, by and] [added: as of May 30, 2019,] among Builders FirstSource, Inc., [removed: BMC Stock Holdings, Inc.,] [added: certain of its subsidiaries,] and [removed: Boston Merger Sub I Inc.] [added: Wilmington Trust, National Association, as trustee] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on [removed: August 27, 2020,] [added: May 31, 2019,] File Number [removed: 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000119312520233278/d89165dex21.htm)] [added: 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000119312519162897/d736510dex101.htm)] |

| 3.1 | | [Amended and Restated Certificate of Incorporation of Builders FirstSource, Inc. (incorporated by reference to Exhibit 3.1 to [removed: Amendment No. 4 to] the [removed: Registration Statement] [added: Company's Current Report] of [removed: the Company on] Form [removed: S-1,] [added: 8-K,] filed with the Securities and Exchange Commission on [removed: June 6, 2005,] [added: May 27, 2025,] File Number [removed: 333-122788)](https://www.sec.gov/Archives/edgar/data/1316835/000095012305007065/e05301a4exv3w1.txt)] [added: 001-40620)](https://www.sec.gov/Archives/edgar/data/1316835/000095017025077841/bldr-ex3_1.htm)] |

| 3.2 | | [removed: [Amendment to Amended] [added: [Amended] and Restated [removed: Certificate of Incorporation] [added: By-Laws] of Builders FirstSource, Inc. (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on [removed: January 4, 2021,] [added: May 27, 2025,] File Number [removed: 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000119312521000344/d101613dex31.htm)] [added: 001-40620)](https://www.sec.gov/Archives/edgar/data/1316835/000095017025077841/bldr-ex3_2.htm)] |

| [removed: 3.3] [added: 4.6] | | [removed: [Amended and Restated By-Laws] [added: [Indenture, dated as] of [added: May 8, 2025, among] Builders FirstSource, [removed: Inc.] [added: Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee] (incorporated by reference to Exhibit [removed: 3.1] [added: 4.1] to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on [removed: April 28, 2022,] [added: May 8, 2025,] File Number [removed: 001-40620)](https://www.sec.gov/Archives/edgar/data/1316835/000119312520220347/d27662dex31.htm)] [added: 001-40620)](https://www.sec.gov/Archives/edgar/data/1316835/000119312525115991/d890190dex41.htm)] |

| [removed: 4.6*] [added: 4.7*] | | [Description of Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex4_5.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1316835/000119312526054643/bldr-ex4_7.htm)] |

| [removed: 10.1+] [added: 10.1] | | [Amended and Restated ABL Credit Agreement, dated as of July 31, 2015, among Builders FirstSource, Inc., SunTrust Bank, as administrative agent and collateral agent, and the lenders and financial institutions party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities Exchange Commission on August 6, 2015, File Number 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000119312515281152/d89945dex102.htm) |

| [removed: 10.9] [added: 10.10] | | [ABL/Bond Intercreditor Agreement, dated as of May 29, 2013, among Builders FirstSource, Inc. and certain of its subsidiaries, as grantors, SunTrust Bank, as ABL agent, and Wilmington Trust, National Association, as notes collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities Exchange Commission on June 3, 2013, File Number 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000119312513245434/d547322dex102.htm) |

| [removed: 10.10] [added: 10.11] | | [Amended and Restated ABL Collateral Agreement, dated as of July 31, 2015, among the Company, certain of its subsidiaries, and SunTrust Bank (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the Securities Exchange Commission on August 6, 2015, File Number 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000119312515281152/d89945dex105.htm) |

| [removed: 10.10] [added: 10.9] | | [removed: [Notes Collateral] [added: [Amendment No. 8 to Credit] Agreement, dated as of May [removed: 30, 2019,] [added: 20, 2025,] among [removed: Builders FirstSource, Inc., certain] [added: the Company, Bank] of [removed: its subsidiaries, and Wilmington Trust, National Association,] [added: America, N.A.,] as [removed: trustee] [added: administrative agent and collateral agent, and the lenders party thereto] (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form [removed: 8-K,] [added: 8-k,] filed with the Securities and Exchange Commission on May [removed: 31, 2019,] [added: 22, 2025,] File Number [removed: 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000119312519162897/d736510dex101.htm)] [added: 001-40620)](https://www.sec.gov/Archives/edgar/data/1316835/000119312525125069/d919937dex101.htm)] |

| [removed: 10.12] [added: 10.13] | | [Amended and Restated ABL Guarantee Agreement, dated as of July 31, 2015, among the Guarantors (as defined therein) and SunTrust Bank (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the Securities Exchange Commission on August 6, 2015, File Number 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000119312515281152/d89945dex107.htm) |

| [removed: 10.13] [added: 10.14] | | [Lease and Master Agreement Guaranty, dated as of July 31, 2015, by the Company in favor of LN Real Estate LLC (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 9, 2015, File Number 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000156459015010186/bldr-ex1010_344.htm) |

| [removed: 10.14+] [added: 10.15+] | | [Builders FirstSource, Inc. 2014 Incentive Plan (incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 11, 2014, File Number 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000119312514140211/d709448ddef14a.htm) |

| [removed: 10.15+] [added: 10.16+] | | [Amendment to the Builders FirstSource, Inc. 2014 Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 14, 2016, File Number 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000119312516541362/d169561ddef14a.htm) |

| [removed: 10.16+] [added: 10.17+] | | [Second Amendment to the Builders FirstSource, Inc. 2014 Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 26, 2021, File Number 0-51351)](https://www.sec.gov/Archives/edgar/data/1316835/000156459021009308/bldr-ex1014_302.htm) |

| [removed: 10.17+] [added: 10.18+] | | [2019 Form of Builders FirstSource, Inc. 2014 Incentive Plan Restricted Stock Unit Award Certificate (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Securities and Exchange Commission on May 3, 2019, File Number 0-51357)](https://www.sec.gov/Archives/edgar/data/1316835/000156459019015572/bldr-ex101_104.htm) |

| 19.1* | | [Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex19_1.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1316835/000119312526054643/bldr-ex19_1.htm)] |

| 21.1* | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex21_1.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1316835/000119312526054643/bldr-ex21_1.htm)] |

| 23.1* | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex23_1.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1316835/000119312526054643/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 Peter M. Jackson as Chief Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex31_1.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000119312526054643/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 Pete Beckmann as Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex31_2.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000119312526054643/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 Peter M. Jackson as Chief Executive Officer and Pete Beckmann as Chief Financial [removed: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000095017025023953/bldr-ex32_1.htm)] [added: Officer](https://www.sec.gov/Archives/edgar/data/1316835/000119312526054643/bldr-ex32_1.htm)] |

| [removed: 97.1*] [added: 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) |

| 101* | | The following financial information from Builders FirstSource, Inc.’s Form 10-K filed on February [removed: 20, 2025,] [added: 17, 2026,] formatted in Inline eXtensible Business Reporting Language (“Inline XBRL”): (i) Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (ii) Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (iii) Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] 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: 2024,] [added: 2025,] has been formatted in Inline XBRL. |

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

Builders FirstSource, Inc. will furnish a copy of any exhibit listed above to any stockholder without charge [removed: upon][added: upon written request to the Corporate Secretary, 6031 Connection Drive, Suite 400, Irving, Texas 75039.]

Beckmann, our Chief Financial Officer.

| 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) |

written request to Timothy D.

Johnson, Executive Vice President, General Counsel and Corporate Secretary, 6031 Connection Drive, Suite 400, Irving, Texas 75039.

[removed: Johnson] [added: The undersigned hereby constitute] and [added: appoint Minator Azemi and] his substitutes our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and hereby ratify and confirm all that such attorney-in-fact or his substitutes shall lawfully do or cause to be done by virtue thereof.

| /s/ PETER M. JACKSON | | Chief Executive Officer and Director | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ PETE R. BECKMANN | | Executive Vice President and Chief Financial Officer | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ MATTHEW TRESTER | | Vice President and Controller | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ PAUL S. LEVY | | Chairman and Director | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ MARK ALEXANDER | | Director | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ CORY J. BOYDSTON | | Director | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ DIRKSON R. CHARLES | | Director | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ CLEVELAND A. CHRISTOPHE | | Director | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ WILLIAM B. HAYES | | Director | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ BRETT N. MILGRIM | | Director | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ JAMES O’LEARY | | Director | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ CRAIG A. STEINKE | | Director | | February [removed: 20, 2025] [added: 17, 2026] |

| /s/ DAVE [added: E.] RUSH | | Director | | February [removed: 20, 2025] [added: 17, 2026] |

| Dave [added: E.] Rush | | | | |

February 17, 2026

| | | | | |

| /s/ CHERYL AINOA | | Director | | February 17, 2026 |

| Cheryl Ainoa | | | | |

| | | | | |

| /s/ MARIA REINZ | | Director | | February 17, 2026 |

| Maria Renz | | | | |

February 20, 2025

The undersigned hereby constitute and appoint Timothy D.