UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

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

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~ (Date of ~~1934~~earliest event reported): November 8, 2024 (November 6, 2024)

Date of Report (Date of earliest event reported): October 29, 2024

BlueLinx Holdings Inc.

(Exact name of registrant ~~specified~~as specified in its charter)

Delaware	001-32383	~~001-32383~~	77-0627356	~~77-0627356~~
(State or other		(Commission		(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
jurisdiction ofincorporation)		File Number)		Identification No.)

1950 Spectrum Circle, Suite 300, Marietta, GA		30067
1950 Spectrum Circle, Suite 300, Marietta, Georgia	30067
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

Registrant'’s telephone number, including area code: (770) 953-7000

~~_________________________________________________~~________________________N/A_________________________

(Former name or former address, if changed since 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):

☐¨ 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))

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
Common Stock, par value $0.01 per share	BXC	New York Stock Exchange

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 25.02 ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~ Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October 29~~November 6, 2024, BlueLinx Holdings Inc. ("“BlueLinx" ” or "the “Company”) ~~issued~~and aTricia ~~press~~A. ~~release~~Kinney, ~~announcing~~the ~~its~~Company’s ~~financial~~General ~~results~~Counsel ~~for~~and Corporate Secretary, entered into a Transition Agreement (the ~~fiscal~~“Agreement”), ~~third~~pursuant ~~quarter~~to ~~ended~~which, ~~September~~ among other things, Ms. Kinney will end her employment with the Company effective December 28, 2024. A(the ~~copy~~“Separation Date”), which is the last day of ~~BlueLinx'~~the Company’s ~~press~~2024 ~~release~~fiscal isyear. ~~furnished~~Under asthe ~~Exhibit 99~~Agreement, Ms.1 ~~hereto~~Kinney will continue to serve in the role of General Counsel and Corporate Secretary and cooperate with the Company in the smooth transition of her duties through the Separation Date.

OnUnder ~~October 30,~~the ~~2024~~Agreement, asthe ~~previously~~Company ~~announced,~~has ~~BlueLinx~~agreed ~~will~~to ~~hold~~pay Ms. Kinney (i) a lump ~~teleconference~~sum ~~and~~payment ~~audio~~of ~~webcast~~$410,025, which is equivalent to ~~discuss~~her ~~its~~current ~~financial~~annual ~~results~~base ~~from~~salary, and (ii) any bonus that would be payable to her under the ~~fiscal~~terms ~~third~~of ~~quarter~~the ~~ended~~Company’s ~~September 28,~~Short-Term Incentive Plan for fiscal year 2024. AAlso ~~copy~~pursuant ofto ~~supplementary~~the ~~materials~~Agreement, the Company agreed to ensure that ~~will~~226 betime-based ~~referred~~restricted stock units granted to Ms. Kinney in ~~the~~fiscal ~~teleconference~~year 2023 and ~~webcast,~~350 ~~and~~time-based ~~which~~restricted stock units granted to Ms. Kinney in 2024 will bevest ~~posted~~on the Separation Date. The payments and benefits due to Ms. Kinney pursuant to the ~~Company's~~Agreement will ~~website~~be made in lieu of any payments, isseverance ~~furnished~~or asother ~~Exhibit~~benefits 99described in the BlueLinx Holdings Inc.2 ~~hereto~~Executive Severance Plan.

~~The~~Payments ~~information~~and ~~included~~benefits inunder ~~this~~the ~~Item~~Agreement ~~2.02,~~are asconditioned ~~well~~upon asthe execution ~~Exhibits 99.1~~ and ~~99.2,~~non-revocation ~~shall~~of ~~not~~a becustomary ~~deemed~~general ~~"filed"~~release ~~for purposes~~ of ~~Section~~claims. 18In ofaddition, under the ~~Securities~~Agreement, ~~Exchange~~Ms. ~~Act~~Kinney ofconfirmed ~~1934,~~the ~~nor~~continued effectiveness ~~shall~~of itthe beexisting ~~deemed~~restrictive ~~incorporated~~covenants byapplicable ~~reference~~to inher ~~any~~under ~~filing~~her ~~under~~existing ~~the~~restrictive ~~Securities~~covenant ~~Act~~agreements ofwith ~~1933~~the Company.

~~Item~~The 9foregoing description of the Agreement set forth under this Item 5.~~01 Financial~~02 ~~Statements~~does not purport to be complete and ~~Exhibits~~is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.

Ms. Kinney’s departure from the Company is not due to any disagreements with the Company's operations, policies, or practices.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

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

Exhibit No.	Exhibit Description	~~Exhibit Description~~
99.1		Press Release dated October 29, 2024 reporting financial results for fiscal third quarter ended September 28, 2024
10.1	Transition Agreement between BlueLinx Corporation and Tricia A. Kinney, dated November 6, 2024
99.2		Supplementary materials to be used during webcast conference call on October 30, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.

	BlueLinx Holdings Inc.			~~BlueLinx Holdings Inc.~~
				(Registrant)
Dated: November 8, 2024	By:	/s/ Shyam K. Reddy
Dated: October 29, 2024			By:	/s/ Andrew Wamser
		Shyam K. Reddy
				Andrew Wamser
		President and Chief Executive Officer
				Senior Vice President, Chief Financial Officer and Treasurer

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