BOISE CASCADE Co 8-K, filed Oct 29, 2026
BOISE CASCADE Co (BCC)
8-K
2026-10-29
For: 2026-10-26
View Original
Added on
October 29, 2026
About this 8-K
BOISE CASCADE Co filed this 8-K on October 29, 2026, reporting on events of October 26, 2026.
Boise Cascade elected Brian Carlson to its Board effective October 26, 2026, expanding the Board from 10 to 11 directors. Its Board declared a quarterly dividend of $0.23 per share, payable December 16, 2026 to stockholders of record December 1, 2026. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 26, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(208 ) 384-6161
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(d). Election of Directors
On October 26, 2026, the Board of Directors (the "Board") of Boise Cascade Company ("Boise Cascade" or the "Company") expanded the size of the Board from 10 to 11 directors and elected Mr. Brian Carlson to fill the newly created vacancy effective immediately. Mr. Carlson will serve on the Audit Committee and the Corporate Governance and Nominating Committee. Mr. Carlson spent 30 years with Huber Engineered Woods ("Huber"), including serving as president from 2007 until his retirement in 2025. During his career with Huber, Mr. Carlson held leadership roles spanning research and development, sales, marketing, business development, strategy, and innovation.
There are no arrangements or understandings between Mr. Carlson and any other person pursuant to which Mr. Carlson was selected as a director, and there are no transactions between Mr. Carlson and the Company that would require disclosure under Item 404(a) of Regulation S-K. Mr. Carlson does not have any family relationships with any executive officer or director of the Company. As a non-employee director, Mr. Carlson will be entitled to the same compensation paid to all non-employee directors of the Company. For a description of the Company's director compensation policy, see the section titled "Board Compensation" as set forth in the Company's most recent Proxy Statement as filed with the U.S. Securities and Exchange Commission (the "SEC") on March 17, 2026. In connection with his election to the Board, Mr. Carlson has entered into an Indemnification Agreement with the Company substantially in the form of Indemnification Agreement for directors and executive officers filed with the SEC on February 22, 2022 as Exhibit 10.23 to the Company's Annual Report on Form 10-K. The press release announcing the appointment of Mr. Carlson is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 5.02.
Item 7.01 Regulation FD Disclosure.
On October 29, 2026, Boise Cascade issued a press release announcing that its Board had declared a quarterly dividend of $0.23 per share to holders of its common stock, payable on December 16, 2026 to stockholders of record on December 1, 2026. The press release is furnished as Exhibit 99.2 and incorporated by reference into this Item 7.01.
The information in this Item 7.01 of Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BOISE CASCADE COMPANY | ||||||||
By | /s/ Jill Twedt | |||||||
| Jill Twedt Senior Vice President, General Counsel & Corporate Secretary | ||||||||
Date: October 29, 2026 | ||||||||
Boise Cascade Company | Exhibit 99.1 | ||||
1111 West Jefferson Street, Suite 300 |  | ||||
Boise, ID 83702 | |||||
Press Release | |||||
For Immediate Release: October 27, 2026 | |||||
Investor Contact Chris Forrey investor@bc.com | Media Contact Amy Evans mediarelations@bc.com | |||||||
Boise Cascade appoints Brian Carlson to Board of Directors
BOISE, IDAHO – October 27, 2026 – Boise Cascade Company (“Boise Cascade” or the “Company”) (NYSE: BCC) today announced the appointment of Brian Carlson to its Board of Directors, effective October 26, 2026. The appointment expands Boise Cascade’s Board to 11 directors.
“Brian is an accomplished leader who brings extensive building products experience and a strong record of leading business transformation, developing differentiated brands, and building high-performing teams,” said Nate Jorgensen, Chair of the Board. “His deep industry knowledge and experience in strategy, innovation, and customer and supplier relationships will add valuable perspective to our Board as we continue to oversee the Company’s strategy and long-term growth.”
Carlson spent 30 years with Huber Engineered Woods, including serving as president from 2007 until his retirement in 2025. As president, he was responsible for a business with more than $1 billion in annual revenue and approximately 1,000 employees across the U.S.
During his career with Huber, Carlson held leadership roles spanning research and development, sales, marketing, business development, strategy, and innovation. He helped lead the company’s transformation from a commodity-oriented producer into a specialty building products business with a portfolio of premium brands. As president of Huber, Carlson guided the business through the historic housing downturn that began in 2007 while maintaining its long-term strategic focus, organizational culture, and investment in innovation. Prior to Huber, he worked for Temple Inland and Neste Resins.
“We are excited to welcome Brian to our Board,” said Jeff Strom, CEO. “With more than three decades of experience, Brian has a deep understanding of the building products industry. He is passionate about strategy, innovation, and operational performance, and he recognizes the importance of strong customer and supplier relations, an engaged workforce, and a strong culture. He understands that lasting results come from bringing all of those things together. We look forward to the insight he will bring to our Board.”
“I am honored to join the Boise Cascade Board of Directors,” said Carlson. “Boise Cascade has an outstanding reputation in the building products industry and plays a key role in serving customers and supporting the broader housing market. I look forward to working with my fellow directors and the leadership team to support the Company’s strategy and long-term success.”
Carlson earned a master’s degree in management of technology from Georgia Institute of Technology. He also earned a master’s degree in forest resources and a bachelor’s degree in forest science, both from Pennsylvania State University. He has served on the Harvard Joint Center for Housing Studies Policy Advisory Board, the Huber
Engineered Woods Management Board of Directors, the Penn State BioRenewable Systems Advisory Board, and the United Way of Lake Norman Board of Directors.
About Boise Cascade
Boise Cascade is one of the largest U.S. wholesale distributors of building materials and a leading manufacturer of engineered wood products and plywood in North America. Our integrated model and national distribution footprint position us to deliver outstanding service to our customers across a broad range of industry-leading products, including key structural products that we produce. Headquartered in Boise, Idaho, we operate more than 60 distribution and manufacturing facilities strategically located across the U.S. and Canada. Our work is powered by a dedicated team of over 7,500 people. Learn more at www.bc.com.
| Boise Cascade Company | Exhibit 99.2 | ||||
| 1111 West Jefferson Street, Suite 300 |  | ||||
| Boise, ID 83702 | |||||
| Press Release | |||||
| For Immediate Release: October 29, 2026 | |||||
Investor Contact Chris Forrey investor@bc.com | Media Contact Amy Evans mediarelations@bc.com | |||||||
Boise Cascade announces quarterly dividend of $0.23 per share
BOISE, IDAHO - October 29, 2026 - Boise Cascade Company’s ("Boise Cascade" or the "Company") (NYSE: BCC) Board of Directors (the "Board") declared a quarterly dividend of $0.23 per share to holders of its common stock. The dividend will be paid on December 16, 2026 to stockholders of record on December 1, 2026.
Future dividend declarations, including amount per share, record date and payment date, will be made by the Board and will depend upon, among other things, legal capital requirements and surplus, the Company’s future operations and earnings, general financial condition, material cash requirements, restrictions imposed by our revolving credit facility and the indenture governing our senior notes, applicable laws, and other factors as the Board may deem relevant.
About Boise Cascade
Boise Cascade is one of the largest U.S. wholesale distributors of building materials and a leading manufacturer of engineered wood products and plywood in North America. Our integrated model and national distribution footprint position us to deliver outstanding service to our customers across a broad range of industry-leading products, including key structural products that we produce. Headquartered in Boise, Idaho, we operate more than 60 distribution and manufacturing facilities strategically located across the U.S. and Canada. Our work is powered by a dedicated team of over 7,500 people. Learn more at www.bc.com.
Forward-Looking Statements
This press release contains statements concerning future events and expectations, including, without limitation, statements relating to the amount, timing and occurrence of future dividends. These statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, or future events or performance, often, but not always, through the use of words or phrases such as "anticipates," "believes," "could," "estimates," "expects," "intends," “outlook,” "potential," "plans," "predicts," "preliminary," "projects," "targets," "may," "may result," or similar expressions, are not statements of historical facts and may be forward-looking. Forward-looking statements are not guarantees of future performance, involve estimates, assumptions, risks, and uncertainties, and may differ materially from actual results, performance, or outcomes. Factors that could cause actual results or outcomes to differ materially from those contained in forward-looking statements include: the commodity nature of a portion of our products and their price movements, which are driven largely by general economic conditions, industry capacity and operating rates, industry cycles that affect supply and demand, and net import and export activity; the highly competitive nature of our industry; declines in demand for our products due to competing technologies or materials, as well as changes in building code provisions; and other factors set forth in
Boise Cascade's most recent Annual Report on Form 10-K and subsequent reports filed by Boise Cascade with the Securities and Exchange Commission (SEC).
It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on the company's business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements speak only as of the date they are made, and, except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.