8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13or 15(d) of  The Securities Exchange Act of 1934

Date of Report (Dateof earliest event reported): February 6, 2026  (February 3, 2026)

BlueLinx Holdings Inc.

(Exact name ofregistrant specified in its charter)

Registrant’s

telephone number, including area code: (770) 953-7000

N/A

(Former name or former address, if changedsince last report.)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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. o

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 3, 2026, the Board of Directors (the “Board”) of BlueLinx Holdings Inc., a Delaware corporation (the “Company”), amended the Third Amended and Restated Bylaws of the Company, effective as of the same date. The Amendment to the Third Amended and Restated Bylaws of the Company (the “Amendment”) amends the Third Amended and Restated Bylaws to provide that, in an uncontested election (as defined in the Amendment), each director will be elected by a majority of the votes cast. The Amendment further provides that, in a contested election, the directors will be elected by a plurality of the votes cast.

The Amendment also implements a director resignation policy, which provides that in an uncontested election for directors, any incumbent director who fails to receive a majority of votes cast shall promptly submit an offer to resign from the Board, and the Nominating and Governance Committee of the Board shall recommend to the Board whether to accept or reject the offer to resign or any other action. The Board will determine whether to accept or reject any such resignation, or what other action should be taken, and publicly disclose its decision within 90 days from the date of the certification of election results.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed herewith as Exhibit 3.1 hereto, and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

The following exhibits are attached with this Current Report on Form 8-K:

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.

Exhibit 3.1

AMENDMENT TO

THE THIRD AMENDED AND RESTATED BYLAWS OF

BLUELINX HOLDINGS INC.

ADOPTED: FEBRUARY 3, 2026

Article III, Section 3.03 of the Third Amended and Restated Bylaws (the “Bylaws”) of BlueLinx Holdings Inc., a Delaware corporation (the “Corporation”), was amended, effective as of February 3, 2026, by the Board of Directors of the Corporation by unanimous written consent, pursuant to notice duly given, on February 3, 2026, to read in its entirety, as follows:

Section 3.03 Election*.* In a contested election, the directors will be elected by a plurality of the votes cast. A contested election is one in which: (i) the Secretary of the Corporation receives a notice that a stockholder has nominated a person for election to the Board in accordance with Section 2.14, and (ii) such nomination has not been withdrawn by such stockholder on or prior to the tenth (10th) day preceding the date the Corporation first distributes its notice of meeting for such meeting to the stockholders. In an uncontested election, each director will be elected by a majority of the votes cast. A majority of votes cast means the number of shares cast “for” a director’s election exceeds the number of votes cast “against” that director. An incumbent director who does not receive a majority of votes cast for his or her election will continue to serve as a holdover director and shall promptly submit his or her irrevocable offer of resignation for consideration by the Board. The Nominating and Governance Committee will make a recommendation to the Board on whether to accept or reject the director’s resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision within ninety (90) days from the date of the certification of the election results. An incumbent director who tenders his or her resignation for consideration will not participate in the Committee’s or the Board’s recommendation or decision, or any deliberations related thereto.

This Amendment to the Bylaws shall be effective as of this 3^rd^ day of February, 2026.