Boise Cascade : 2026 Notice of Annual Shareholders Meeting and Proxy Statement

About this update from Boise Cascade, L.l.c.

TABLE OF CONTENTS atement of Shareholders and Notice of Annual Meeting Boise Cascadé' https://www.bc.com TABLE OF CONTENTS â7 WHO WE ARE Boise Cascade is one of the largest U.S. wholesale distributors of ouilding materials and a leading manufacturer of enginee ed wood products and plywood in North America. Our integrated model and national distribution footprint position us to deliver outstanding service to our custome s across a broad range of industry- leading products, including key structural products tnat we produce. We are a pu blic company traded on the New York Stock Excnange under the symbol BCC. Headquartered in Boise, Idaho, we operate mare than 60 distribution and manufacturing facilities strategically located across tne U.S. and Canada. Our work is powered by a dedicated team of over 7,5OO peoDle. WHAT WE DO As a leaoinp distrioutor and man u*acturer of building materials, we bring people, products, and se^vices together to build strong homes, businesses, and comm unities. We operate two divisions: The Building Materials Distribution (BMD) division consists of 40+ diszribut!on facilities, including mil!work and door shops and a truss plant, located strategically throughout the U.S. We combine our broad footprint with personal service and quick response times to provide home improvement centers, I umber, and building materials dea hers, and industrial customers with access to a broad invento y- offering everything from walls and floors to decks and doors. I n 2O25, BM D division sales were $5.9 b"IIion. OUR CORE VALUES At Boise Cascade, we truly care about relationships witn our tea mmates, customers, suppliers, shareholders, and the communities where we live and ooerate. We approach the way we do business witn these core values: Integrity, Safety, Respect, and the Pursuit of Excellence. The Wood Products division manufactures high-quality engineered wood products, plywood, and lumber for residential, multifamily, and light commercial construction needs. Our wood prod ucts provide strength, stiFness, and dimensional consistency tnrough efficient use of raw materials. Customers haveaccess to a suite o*sofTvvare and SavvTek a utomated saw solutions to inc lease efficiency and productivity. This is al I backed by a team of dedicated professionals delivering superior support and knowledge. In 2025, our VVood Products division recorded sales of 51.6 billion Boise Cascadé' Learn more at bc.com TABLE OF CONTENTS ‌ BUILDING MATERIALS DISTRIBUTION Woodinville Vancouver Lake Oswego Bedford spokane Headquarters Billings Portland Saco Portsmouth Modesto Salt Lake City Idaho Fa 11 s Minneapolis Detroit Chicago Marians Westfield burgh ndover (BR Sales) Delanco , il d function Oenver Kansas Citys Cincinnati Saint Louis Baltimore Riverside Phoenix Albuquarque TJ S» Memphis Birmingham Dallas Milton Hon do Houston Nashville Acreenboro Orlando WesC Palm Beach WOOD PRODUCTS Willamina Kettle Falls Kettle Falls Arden Elgin st. Jacques Medford White Citys Home e White City Headquarters " Ro1gue valley Chester TABLE OF CONTENTS RATIFICATION OF INDEPENDENT REGISTERED ACCOUNTING FIRM 46 2025 Summary Compensation Table 2025 Grants of Plan-Based Awards 2025 Outstanding Equity Awards at Fiscal Year-End 2025 Option Exercises and Stock Vested 50 2025 Supplemental Pension Benefits 2025 Nonqualified Deferred Compensation Potential Payments upon Termination or Change in Control Director Skills Matrix Code of Ethics for Our Board Corporate Governance Guidelines 18 Director Independence Related-Person Transactions Role of Compensation Consultant Role of Board in Our Risk Management Processes Risk Analysis of Employee Compensation Policies and Practices Director Selection Process Board and Committee Self-Evaluations Director Time Commitment Policy Communications with Our Board Shareholder Engagement Sustainability , Environmental, and Human Capital Management 60 Audit Committee Charter and Responsibilities 60 Audit Committee Financial Experts 60 Recommendation of Financial Statements 26 Board Leadership Structure 26 Executive Sessions and Independent Director Sessions 27 2025 Meeting Attendance 27 Board Committees 31 2025 Director Compensation Table 31 Director Fees 32 2025 Director Restricted Stock Unit Awards 32 Directors Deferred Compensation Plan 32 Compensation Committee Interlocks and Insider Participation 65 Internet Availability of Proxy Materials, Annual Reports, and Other Reports and Policies 65 Record Date and Voting at Our 2026 Annual Shareholders' Meeting 66 Q uorum 66 Independent Tabulator 66 Independent Inspector of Election 66 Proxy Solicitation Attending the Annual Meeting Householding of Annual Meeting Materials 67 Shareholder Proposals for Inclusion in Next Year's Prox y Statement TABLE OF CONTENTS Boise Cascade Company 1111 West Jefferson Street Suite 300 Boise, Idaho 83702 It has been our pleasure to serve on the Boise Cascade Company Board these past years. As we retire from the Board, in accordance with our Director retirement policy as of our 2026 Annual Meeting of Shareholders, we are confident that the Company's Board and management will execute on the Company's strategic plan. We look forward to the continued leadership of Nate Jorgensen and Kristopher Matula as described later in this letter, assuming their reelection to the Board. You are cordially invited to join us for our 2026 Annual Meeting of Shareholders, which will be held on Thursday, April 30, 2026, at 9:30 a.m. Mountain Daylight Time via live webcast. You will be able to attend the Annual Meeting online, where you can vote your shares electronically and submit questions by visiting https://www.virtualshareholdermeeting.com/BCC2026 . The Notice of Annual Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the meeting. As we look forward to our 2026 Annual Meeting of Shareholders, it is worth reflecting on the year just completed. THOMAS CARLILE BOARD CHAIR (until April 30, 2026) NATE JORGENSEN BOARD CHAIR (as of April 30, 2026) DAVID HANNAH LEAD INDEPENDENT DIRECTOR (until April 30, 2026) KRISTOPHER MATULA LEAD INDEPENDENT DIRECTOR (as of April 30, 2026) In 2025, we invested approximately $275 million in capital spending projects and acquisitions, all as part of our longterm strategy. In our BMD segment, we opened a greenfield distribution facility in Hondo, Texas and acquired a new distribution facility in Chicopee, Massachusetts. In our Wood Products segment, we completed a multi-year project to significantly modernize our Oakdale, Louisiana mill, and have nearly completed the addition of I-joist production capabilities at our Thorsby, Alabama (EWP) mill. In 2026, we remain committed to executing our reinvestment and growth strategies by continued capital expenditures in our distribution capabilities, including investments in our previously announced greenfield distribution facility in South Carolina, in our Hatfield, Massachusetts door and millwork facility, and in our recently acquired Boise, Idaho door and millwork facility. In our manufacturing facilities, we are continuing the integration of capital projects at our Oakdale, Louisiana and Thorsby, Alabama mills. In addition, in 2025, we returned $216.0 million of cash to our shareholders by increasing our quarterly dividend to $0.22 per share and repurchasing approximately 2.1 million shares of our common stock. We believe that the continued execution of our long-term growth plan and thoughtful stewardship of your capital will help ensure that you receive the benefits of our strategy and investments in the years to come. The Board's role is critical in overseeing our corporate strategy and operations, and we continue to work closely with the management team on matters regarding the business and its performance. Throughout the past year, the Board meeting agendas regularly included significant business and organizational initiatives, capital allocation strategies, and business development opportunities to increase both our earnings and earnings stability by expanding our distribution capabilities, including door and millwork operations and growing our market position in EWP. These discussions allowed the Board to review how the management team leveraged our integrated business model, drove operational excellence by using data-driven process improvement programs, including asset monitoring applications for predictive maintenance, and highly efficient logistics systems, accelerated the pace of innovation and digital technology, and continued to foster a connected workplace culture. We continue to execute on our succession plan and have experienced several leadership changes, including in early 2025, when we elected a chief operating officer to oversee our BMD and Wood Products segments, promoted an officer to the executive vice president of our BMD segment, and promoted an officer to a senior vice president in our BMD segment. In early 2026, we elected two new officers, one in each of our BMD and Wood Products segments. Additionally, in late 2025, we announced the election of a new chief executive officer, Jeff Strom, effective March 3, 2026, with the retirement of our former chief executive officer, Mr. Jorgensen, on March 2, 2026. Mr. Jorgensen will remain on the Board as a Director after his retirement, and assuming his reelection to the Board, the Board intends to elect him as Board chair due to his strong leadership skills and industry experience, and the growth of the Company during his tenure as the chief executive officer of the Company. Assuming he is elected to the Board, Mr. Strom will become a Director. Assuming his reelection, Mr. Matula will replace David Hannah as our current Lead Independent Director. Mr. Matula's experience as the current chair of the compensation committee and member of both the compensation and corporate governance and nominating committees since his first election to the Board, along with prior experience in c-suite positions, provides the Board with experienced leadership and strong corporate governance and compliance skills. Additionally, assuming their reelection, we will refresh the chairs of the audit committee to Amy Humphreys and the compensation committee to Sue Taylor. Whether or not you plan to attend the 2026 Annual Meeting of Shareholders, your vote is important, and we encourage you to vote your shares promptly. You may vote your shares online or by using a toll-free telephone number. If you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided. Instructions regarding the three methods of voting are contained on the Notice of Internet Availability of Proxy Materials and the proxy card. Sincerely, Thomas Carlile Board Chair David Hannah Lead Independent Director March 17, 2026 Boise Cascade Company 1111 West Jefferson Street Suite 300 Boise, Idaho 83702 The 2026 Annual Meeting of Shareholders of Boise Cascade Company will be held at the date and time shown below, for the following purposes: Thursday, April 30, 2026 9:30 a.m., Mountain Daylight Time www.virtualshareholder meeting.com/BCC2026 There will be no physical location. To elect ten directors (each a Director, and collectively, Directors) to the Company's board of directors (Board), each to serve a one-year term. To approve, on an advisory basis, the frequency of the advisory vote regarding executive compensation. To approve, on an advisory basis, the Company's executive compensation. To ratify the appointment of KPMG LLP (KPMG) as the Company's independent registered public accounting firm for the year ending December 31, 2026. To conduct other business properly presented at the meeting. each nominee Please note that you will need the 12-digit control number included on your proxy card in order to access the Annual Meeting. To vote on the items of business before the meeting, you may submit your proxy vote online or by telephone, as described in the Notice of Internet Availability of Proxy Materials and the following proxy statement, for any shares you hold directly. If you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided. The envelope is addressed to our vote tabulator, Broadridge Financial Solutions, Inc., and no postage is required if mailed within the United States. Holders of record of the Company's common stock at the close of business on March 5, 2026 are entitled to notice of, and to vote at, the meeting. Place your vote online, 24/7, at https://www.proxyvote.com Call toll-free, 24/7, 1 (800) 690-6903 Sign, date, and mail your proxy card or voting instruction form Scan the QR code Attend the virtual meeting and vote online A list of the names of shareholders of record entitled to vote at the 2026 Annual Meeting of Shareholders will be available during the entire time of the Annual Meeting on the Annual Meeting website. The 2026 Notice of the Annual Meeting of Shareholders, 2026 Proxy Statement, and 2025 Annual Report are available at www.proxyvote.com , as set out in the proxy card, and on page 65 of the proxy statement. Many of Boise Cascade's shareholders received their 2026 proxy materials and 2025 Annual Report electronically. If we mailed you a Notice of Internet Availability of Proxy Materials or a printed copy of our proxy statement and annual report, we encourage you to help us efficiently and cost-effectively communicate with you by electing to receive these materials by email in the future. You can choose this option by: Following the instructions provided on your proxy card or voting instruction form if you received a paper copy of the proxy materials Following the instructions provided when you vote online Reaching out to your broker for its specific instructions Boise Cascade is pleased to deliver proxy materials electronically as electronic delivery allows us to provide you with the information you need for the Annual Meeting, while reducing environmental impacts and costs. Enroll online when you vote by following the instructions at https://www.proxyvote.com Scan the QR code to go to https://www.proxyvote.com to vote using your mobile device, sign up for e-delivery or download Annual Meeting materials By order of the Board, Senior Vice President, General Counsel and Corporate Secretary Boise, Idaho March 17, 2026 ‌This proxy statement contains statements concerning future events and expectations, including, without limitation, statements relating to expected key drivers for Boise Cascade and each of its business segments. 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 those factors set forth in Boise Cascade's most recent Annual Report on Form 10-K, subsequent reports filed by Boise Cascade with the Securities and Exchange Commission (SEC), and the following important factors: 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; disruptions to information systems used to process and store customer, employee, and vendor information, as well as the technology that manages our operations and other business processes; material disruptions and/or major equipment failure at our manufacturing facilities; declining demand for residual byproducts, particularly wood chips generated in our manufacturing operations; labor disruptions, shortages of skilled and technical labor, or increased labor costs; product shortages, loss of key suppliers, and our dependence on third-party suppliers and manufacturers; the cost and availability of third-party transportation services used to deliver the goods we distribute and manufacture, as well as our raw materials; cost and availability of raw materials, particularly wood fiber; the need to successfully formulate and implement succession plans for key members of our management team; our ability to execute our organic growth and acquisition strategies efficiently and effectively; failures or delays with new or existing technology systems and software platforms; our ability to successfully pursue our long-term growth strategy related to innovation and digital technology; concentration of our sales among a relatively small group of customers, as well as the financial condition and creditworthiness of our customers; impairment of our long-lived assets, goodwill, and/or intangible assets; substantial ongoing capital investment costs, including those associated with organic growth and acquisitions, and the difficulty in offsetting fixed costs related to those investments; our indebtedness, including the possibility that we may not generate sufficient cash flows from operations or that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs; restrictive covenants contained in our debt agreements; changes in or failure to comply with laws and regulations; changes in foreign trade policy, including the imposition of tariffs; compliance with data privacy and security laws and regulations; the impacts of climate change and related legislative and regulatory responses intended to reduce climate change; cost of compliance with government regulations, in particular, environmental regulations; exposure to product liability, product warranty, casualty, construction defect, and other claims; and fluctuations in the market for our equity. 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. This proxy statement includes references to EBITDA and Adjusted EBITDA, which are non-GAAP financial measures within the meaning of the SEC's Regulation G. Reconciliations of net income to EBITDA and Adjusted EBITDA are included in the Company's Form 10-K filed on February 24, 2026. Any and all website addresses included in this proxy statement are included as textual references only, and none of the information contained in such websites (or accessed through them) is incorporated into this proxy statement or shall be regarded as part of this proxy statement. ‌Corporate Governance and Board Matters Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. As used in this proxy statement, unless the context otherwise indicates, the references to "Boise Cascade," the "Company," "we," "our," or "us" refer to Boise Cascade Company. Boise Cascade's strategy is to continue to grow as a premier integrated wholesale distribution company for building products and a manufacturer of engineered wood products and plywood. As a leading distributor and manufacturer of building materials, we bring people, products, and services together to build strong homes, businesses, and communities that stand the test of time. At Boise Cascade, we truly care about relationships with our employees, customers, suppliers, shareholders, and the communities where we operate. We approach the way we do business with these core values: This proxy statement and the 2025 Annual Report are available at https://www.proxyvote.com as set forth on page 65. The proxy materials, including this proxy statement and form of proxy, are first being distributed and made available to shareholders on or about March 17, 2026. We are our word. Integrity goes beyond the lasting structural strength of our products. Integrity is our uncompromising commitment to do the right thing. We nurture long-term relationships every day, in everything that we do. We each have the responsibility for our own safety and the safety of those around us, both at work and at home. Together, we strive to create an injury-free environment by identifying risks, eliminating hazards, and requiring safe behaviors. We cultivate a climate of mutual respect, camaraderie, and teamwork. We welcome various backgrounds, views, and skills because we believe it results in stronger teams, inspired solutions, and greater agility as an organization. We are committed to the continuous improvement of people, processes, and the quality of products that we deliver. We apply best practices in our environmental management and forest stewardship. We all have the autonomy to apply our knowledge and experience to solve problems, make decisions, and implement new ideas to drive sustainable results. ‌Corporate Governance and Board Matters Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Our strategy focuses on the "critical few" deliverables over the next two to five years to provide clarity and focus on our goals and adopt a common language around our collective opportunities ahead. Specifically, we intend to continue to: by expanding our distribution capabilities and growing our market position in EWP. for our Wood Products segment through our BMD segment. by using data-driven process improvement programs and highly efficient logistics systems. of innovation and digital technology and continue to foster a connected workplace culture. In 2025, despite a weaker demand environment than 2024, we successfully executed our strategy and were able to: Deliver solid earnings in both our BMD and Wood Products segments Continue growth and expansion of our BMD distribution and door and millwork operations Continue innovation through use of data-driven technologies to increase the quality of decision making at all levels in our BMD segment and to decrease equipment downtime and expand the use of predictive analytics in our Wood Products segment Continue capital investments in support of our EWP growth strategy Continue innovation through active product development opportunities, including development of new products for commercial construction applications in our Wood Products segment In 2026, we expect new single-family residential construction to be flat or modestly down from 2025, while multi-family construction is expected to level off in 2026 after double-digit growth in 2025, and repair-and-remodel is expected to be flat in 2026. As market conditions dictate, we will adjust our business where needed and continue to seek ways to control expenses and discretionary costs without sacrificing the high service levels expected by our supplier and customer partners. In addition, given the favorable long-term outlook for the demand fundamentals that drive our business, we will continue to make investments to grow our Company and enhance the workplace experience to retain and attract talented employees. In 2026, we plan to continue executing our strategy and creating attractive returns on capital by: Pursuing organic growth opportunities and in-fill opportunities in strategic locations across the country for our distribution business Continuing our growth in door and millwork operations Enhancing and upgrading our EWP manufacturing capabilities Continuing to improve our competitiveness through operational excellence Using our Boise Improvement Cycle (BIC) process and business optimization group to continue to (i) increase productivity, (ii) increase equipment efficiency, and (iii) lower our costs of manufacturing Evaluating and executing upon inorganic growth opportunities that increase operational capabilities and market share, and/or grow our total addressable market Boise Cascade Company ‌Corporate Governance and Board Matters Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting April 30, 2026 9:30 a.m., MDT To participate in the live online Annual Meeting, please visit: https://www.virtualshareholdermeeting.com/BCC2026 March 5, 2026 Only holders of record of the Company's common stock as of the record date will be entitled to notice and to vote. Please note that you will need the 12-digit control number included on your Notice of Internet Availability of Proxy Materials or, if you receive paper copies of your proxy materials, on your proxy card in order to access the Annual Meeting. This year's Annual Meeting will be a virtual meeting of shareholders, which will be conducted via live webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder as of the close of business on March 5, 2026, or if you hold a valid proxy for the Annual Meeting. You will be able to participate in the Annual Meeting online and submit your questions by visiting https://www.virtualshareholdermeeting.com/BCC2026 . Shareholders will be able to participate in our virtual Annual Meeting as if at an in-person meeting. During the live Q&A session of the meeting, members of our executive leadership team and our Board chair will answer questions as they come in, as time permits. To ensure the meeting is conducted in a manner that is fair to all shareholders, the Board chair (or such other person designated by our Board) may exercise broad discretion in recognizing shareholders who wish to participate, the order in which questions are asked, and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem profane or otherwise inappropriate. Detailed guidelines for submitting written questions during the meeting are available at https://www.virtualshareholdermeeting.com/BCC2026 . We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the meeting or during the meeting, please call the phone number provided on the virtual meeting login page. Corporate Governance and Board Matters Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting page 11 Majority of votes present and entitled to vote No Counted as vote No effect page 33 Majority of votes present and No Counted as vote No effect entitled to vote page 34 Majority of votes present and No Counted as vote No effect entitled to vote page 59 Majority of votes present and Yes Counted as vote N/A entitled to vote All Directors are standing for election for a one-year term. The following tables provide summary information about each of the current Directors. Our Board recommends a FOR vote for each Director because it believes each is qualified to serve as a Director and has made and will continue to make positive contributions to the Board. For information on our Director competencies and demographics, please see the Director Skills Matrix on page 11. Corporate Governance and Board Matters Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting The following table shows Board and committee memberships effective as of April 30, 2026 assuming their election or reelection, as applicable, of the Director nominees to the Board: Retired Chief Executive Officer, TrueBlue, Inc. 63 2015 - President and Chief Executive Officer, Retail Lockbox, Inc. 64 2022 - Retired Senior Vice President, General Counsel and Corporate Secretary, Boise Inc. 67 2014 Packaging Corporation of America Chief Executive Officer, Darigold, Inc. 60 2022 - (3) Retired Chief Executive Officer, Boise Cascade Company 61 2020 IDACORP, Inc., and its primary subsidiary Idaho Power Company (4) Retired President, Chief Operating Officer, Buckeye Technologies Inc. 63 2014 - Retired President and Chief Executive Officer, Willamette Industries, Inc. 74 2013 - General Partner CJM Ventures, LLC/OPTO Holdings, L.P. 54 2013 - Chief Executive Officer, Boise Cascade Company 58 April 30, 2026 - Retired Chief Information Officer, Bill and Melinda Gates Foundation 68 2019 - Number of Meetings in 2025 Board - 8 4 6 3 COMMITTEE CHAIR COMMITTEE MEMBER CHAIR OF THE BOARD LEAD INDEPENDENT DIRECTOR AUDIT COMMITTEE FINANCIAL EXPERT As of April 30, 2026 upon her reelection, Ms. Humphreys will replace Mr. McDougall as the chair of the audit committee. As of April 30, 2026 upon her reelection, Ms. Taylor will replace Mr. Matula as the chair of the compensation committee. As of April 30, 2026 upon his reelection, Mr. Jorgensen will become the Board chair. As of April 30, 2026 upon his reelection, Mr. Matula will become the lead independent director. 2026 Proxy Statement ‌Corporate Governance and Board Matters Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting As of April 30, 2026 assuming their election or reelection, as applicable, of the Director nominees to the Board ‌Corporate Governance and Board Matters Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Our BMD segment continued pursuing its strategy to enlarge its footprint to better serve and support its customers by: opening a greenfield distribution facility in Hondo, Texas acquiring a new distribution facility in Chicopee, Massachusetts Our Wood Products segment: completed a multi-year project to significantly modernize our Oakdale, Louisiana mill fully converted our Homedale, Idaho mill to full width glulam beams has nearly completed the addition of I-joist production capabilities at our Thorsby, Alabama (EWP) mill The Company returned a total of $216.0 million to shareholders by repurchasing approximately 2.1 million shares of our common stock for a purchase price of $181.4 million, and increasing the quarterly dividend in September 2025 by 5% (total amount of dividends paid in 2025 was $34.6 million) We continued to foster a connected workplace culture for our employees through several initiatives, such as engaging more employees in leadership and crucial accountability training, expanding our performance management processes, and continuing to communicate on ways to help build a connected workplace at any level in the organization We continued innovation through active product development opportunities, including: use of data-driven technologies to increase the value of decision making at all levels in our BMD segment development of new products for commercial construction applications in our Wood Products segment We continued innovation through digital technology by: modernizing our timekeeping and BMD segment business systems to the cloud environment expanding our use of artificial intelligence (AI) tools to drive internal efficiency (including asset monitoring applications for predictive maintenance) enhancing our digital learning paths and courses available for employee online learning We continued the improvement of our safety programs across our business, including: upgrading existing safety program technologies implementing AI-based data gathering technologies continuing our emphasis on strengthening leadership engagement (observe, interact, listen, and respond) and increasing face-to-face safety coaching in our distribution and manufacturing facilities continuing our commitment to making Boise Cascade a place where "Nobody Gets Hurt" ‌Corporate Governance and Board Matters Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting We provide highlights of our executive compensation program below. It is important to review the Compensation Discussion & Analysis (CD&A) and compensation tables in this proxy statement for a complete understanding of our compensation program and philosophy (page 36 ). We generally target compensation at the 50th percentile of comparable market compensation data, with actual compensation amounts reflecting each person's role, performance, contributions to the Company's success, level of experience, and other distinguishing qualifications. We provide at-risk performance-based pay opportunities in the form of short-term and long-term incentives. Our chief executive officer's (CEO) total compensation is 51% at-risk, while our other named executive officers' (NEO) total compensation is an average 47% at-risk. Short-term and long-term incentives comprise a significant portion of each NEO's total compensation opportunity and are designed to motivate and reward our NEOs for growing the Company and maximizing long-term shareholder value. Long-term performance is the most important measure of our success because we manage our operations and business affairs for the long-term benefit of our shareholders. For 2025, our NEOs received long-term equity incentive compensation opportunities in a combination of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs). We maintain robust clawback policies that cover time-based and performance-based equity and cash awards: Under our equity incentive plans, the Company has the ability to clawback all equity awards, both time-based and performance-based, upon various events including upon misconduct related to a restatement. Additionally, under our Misconduct Clawback Policy, both time-based and performance- based incentive compensation may be subject to recoupment if (i) as a result of a financial restatement, the award would have been lower had the financial results been properly calculated when originally reported, (ii) an award was predicated on achieving financial results that were subsequently determined to be due to a fraudulent act by the officer, or (iii) an officer engaged in misconduct, including misconduct that results in reputational or financial harm to the Company, even if such misconduct does not result in a financial restatement. Finally, under our Executive Compensation Clawback Policy adopted in 2023 pursuant to Rule 10D-1 of the Exchange Act, we are required to recoup performance-based incentive compensation received on or after October 2, 2023 that was calculated based on financial results that were subsequently restated and the award received would have been lower if based on the restated results. Our annual incentive compensation opportunities are tied to the achievement of corporate goals and, in some cases, business segment financial goals. Our Insider Trading Policy prohibits all of our Directors, officers, employees, and consultants from participating in any hedging, pledging, or monetizing transaction to lock in the value of any of our securities they hold, including the purchase of any financial instrument designed to offset the risk of future declines in the market value of any of our securities. Over the past five years, our shareholders have shown strong support for our executive compensation program with average annual vote results of over 96% from 2021 to 2025. Our compensation committee continues to examine our executive compensation program to ensure alignment between our executives and the long-term interests of our shareholders. We ask that our shareholders approve, on an advisory basis, the frequency of the advisory vote regarding executive compensation as further described in Proposal No. 2 (page 33 ). We also ask that our shareholders approve, on an advisory basis, the compensation of our NEOs as further described in Proposal No. 3 (page 34 ). Boise Cascade Company ‌Corporate Governance and Board Matters Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting 2025 RSUs and PSUs under our long-term equity-based award agreements (LTIP) under our 2016 Boise Cascade Omnibus Incentive Plan (2016 Omnibus Incentive Plan) were granted in March 2025. The PSUs granted are subject to a three-year performance period. The number of shares actually awarded will range from 0% to 200% of the target amount. Achievement will be measured against the target payout based on return on invested capital (ROIC) (1) measures (2) for each of the years 2025, 2026, and 2027. The average achievement for the three years included in the performance period shall determine the performance against target ROIC, which will be determined in February 2028, and the earned shares will be distributed in March 2028, three years from the grant date. The Company believes the performance period for these PSUs aligns management with long-term shareholder value. ROIC is defined as Net Operating Profit After Taxes (NOPAT) divided by average invested capital (based on a rolling thirteen-month average). We define NOPAT as net income plus after-tax finance expense. Invested capital is defined as total assets plus capitalized lease expense, less cash, cash equivalents, and current liabilities, excluding short-term debt. For more specifics on the compensation committee's goal-setting process, see page 36 . 80% of Directors are independent Annual election of all Directors 100% independent audit, compensation, and corporate governance and nominating committee members Lead independent director with robust and defined responsibilities Board access to senior management and independent advisors Executive sessions of independent Directors at least twice per year at regular Board meetings Majority vote standard in uncontested Director elections Shareholder outreach program No shareholder rights plan Annual advisory vote on NEO compensation Clawback, anti-hedging, and anti-pledging policies Annual Board, Board chair, committee, and individual Director evaluation processes and review of management Robust stock ownership guidelines: Overboarding policy Mandatory Director retirement age of 75 Code of Ethics for Directors, officers, and employees ‌Corporate Governance and Board Matters Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting We are asking our shareholders to ratify the appointment of KPMG as our independent auditor for the year ending December 31, 2026 (page 59 ). Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Our Board recommends shareholders vote all of our Directors. All Directors are nominated for election at our 2026 Annual Meeting for a one-year term. Shares will be voted according to shareholder instructions. If no voting instructions are provided, a broker may not vote on the matter. For 2026, all Directors are running unopposed. Therefore, to be elected to our Board in 2026, each Director must receive an affirmative vote of the majority of the votes of the shares present in person or by proxy at the meeting and entitled to vote. The Directors have confirmed their availability for election. If any Director becomes unavailable to Provided below in a Board Skills Matrix is a summary of each Director's skills and experience. The skills categories included in the matrix are tied to the Company's strategic goals, and the intent of the matrix is that the Directors collectively possess qualities that facilitate effective oversight of the Company's strategic plans. While the matrix is useful for determining the collective skills of the Board as a whole, it is not a comparative measure of the value of Directors; a Director with more focused experience could nonetheless contribute broadly and effectively. serve as a Director for any reason prior to the Annual Meeting, our Board may substitute another person as a Director. In that case, if a shareholder has voted for the original Director, those shares will be voted the substitute Director. Additional information regarding the Directors follows, particularly concerning their business experience and qualifications, as well as attributes and skills that led our Board to conclude that each nominee should serve as a Director. The chart below identifies the principal skills that the corporate governance and nominating committee considered for each Director when evaluating the Director's experience and qualifications to serve as a Director. Each mark indicates a strength or personal qualification that was self-selected by each Director. Additional information about each Director's background and business experience is provided below in the biographical information. ‌Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting ▲ Accounting and financial reporting experience are important to accurately and transparently measure and report financial and operating performance, ensure compliance with applicable law and assess financial merits of strategic opportunities. ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ Industry experience helps inform our views on markets and economics, technology, supply chain, compliance, manufacturing, and distribution. ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ Innovation and technology experience is important in overseeing the business in changing markets and physical and cyber threats. ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ Knowledge of mergers, acquisitions and divestitures helps guide our strategic initiative for growth. ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ Chief executive officer/executive management leadership skills and public company board service are important to gain a practical understanding of organizations, corporate governance and ethics, and strategic planning. ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ Government, public policy and regulatory insights, including environmental compliance and regulation, are important to help shape policy initiatives for the benefit of our employees, customers, and shareholders. ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ Human capital management and executive compensation knowledge and experience to help the Company recruit, retain, and develop key talent essential to Company operations. ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ Understanding of corporate governance and ethics provides reinforcement of the Company's values and ethics and overall governance framework, including its sustainability and HCM strategies. ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ ▲ Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Independent director since 2015 63 Audit Corporate Governance and Nominating None a New York Stock Exchange listed industrial Mr. Cooper's experience as a staffing company based in Tacoma, Washington chief executive officer and as a director allows him to chief executive officer (2006 to 2019; and June 2022 to provide insight on strategic September 2023) and operational issues and joined the company in 1999 valuable business knowledge. He also provides strong accounting and held various professional positions financial expertise and experience in workforce TrueBlue, Inc. (director from 2006 to September 2023 management to our Board. and chair of the board from January 2019 to September 2023) Independent director since 2022 64 Audit Compensation None an industry leader in remittance Mr. Dawson's experience as processing, credit card payments, and document a chief executive officer and management services, headquartered in Seattle, a business owner and Washington entrepreneur allows him to provide vision-setting and founder, chief executive officer and president (1994 to strategic direction to our present) Board. chair, Seattle Branch (2020 to 2021) board member (2015 to 2021) a publicly traded, international provider of computer and systems solutions held a number of senior sales positions (1985 to 1994) Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Independent director since 2014 67 Compensation Corporate Governance and Nominating (Chair) (2024 to present) During her 30 years in the forest products industry, Ms. Gowland has relevant Ms. Gowland held various legal and compliance positions, industry and company which included over 15 years of experience as a general experience and provides counsel and corporate secretary for various public and strong corporate governance private entities in the forest products industry. and compliance skills to our Board. a manufacturer of packaging and paper products senior vice president, general counsel, and corporate secretary (August 2010 until its acquisition by Packaging Corporation of America in late 2013 and her retirement in March 2014) vice president, general counsel, and corporate secretary (February 2008 to July 2010) vice president, general counsel, and corporate secretary (October 2004 to February 2008) Independent director since 2022 Ms. Humphreys has 25 years of experience in manufacturing, commodities, global marketing, and distribution, during which she has held executive leadership roles. a Pacific Northwest dairy cooperative chief executive officer (October 2025 to present) chief financial officer (May 2015 to November 2018) a wholly-owned subsidiary of Bristol Bay Native Corporation president and chief executive officer (January 2020 to March 2021) Served on multiple boards in various roles, including: a public company listed on the Oslo Stock Exchange (2010 to April 2022) a New York Stock Exchange listed company (2018 to 2020) Ms. Humphreys brings experience in strategic leadership, business development, financial management, capital structure strategies, and commodity and enterprise risk management to our Board. 60 Audit (Chair as of April 30, 2026) Compensation None Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Board chair as of April 30, 2026 | non-independent director since 2020 61 None and its primary subsidiary Idaho Power Company (2023 to present) Mr. Jorgensen has over 30 years of industry chief executive officer (March 2020 until his retirement in experience in distribution March 2026) and manufacturing. His chief operating officer (January 2019 to March 2020) position as our former chief executive officer and senior vice president of engineered wood products, industry experience allows Wood Products segment (2017 to 2019) him to advise the Board on joined the company in 2015 operational and industry a New York Stock Exchange listed matters affecting the timberlands and wood products company Company. vice president of its distribution business (2011- 2015) Independent director since 2014 | Lead independent director since 2026 63 Lead Independent Director (as of April 30, 2026) Compensation (Chair until April 30, 2026) Corporate Governance and Nominating None Mr. Matula has been a private consultant since 2012. a publicly traded producer of Mr. Matula's experience as president, chief operating officer, and director allows cellulose-based specialty products, acquired by Georgia- him to provide insight on Pacific in 2013 strategic and operational Served in various positions (1994 until his retirement in 2012): president, chief operating officer, and a director issues and valuable business knowledge. He also provides relevant industry experience and strong corporate chief financial officer governance and compliance head of the nonwovens business skills to our Board. held various professional positions ‌Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Independent director since 2013 74 Audit (Chair until April 30, 2026) Corporate Governance and Nominating None our former parent Mr. McDougall's experience company as a chief executive officer of a major forest products chief executive officer (December 2008 to August 2009) company allows him to an international paper and forest provide our Board with products company valuable insight on operational and industry president and chief executive officer (until its sale in issues. He also provides 2002) strong accounting and held numerous operating and finance positions with financial expertise to our increasing responsibilities over 23 years Board. a publicly traded company until 2016 (2009 to 2024) (2003 to January 2022) (December 2008 to 2013), becoming director and Board chair in February 2013 in connection with our initial public offering our former parent company (2005 to 2013) Independent director since 2013 54 Compensation Corporate Governance and Nominating None an investment firm Mr. McGowan provides general partner (September 2011 to present) strong financial and governance skills to our Board. adjunct professor, investor in residence and faculty adviser (2012 to present) a private equity firm managing director, concentrating on investments in the basic industries sector (1999 to 2011) private equity professional at AEA Investors, Inc. investment banker in M&A at Morgan Stanley & Co. Incorporated our former parent company (2004 to 2013) ‌Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Chief Executive Officer as of March 3, 2026 | non-independent director since April 30, 2026 58 None None Mr. Strom has nearly 35 years of industry chief executive officer (March 2026 to present) experience in distribution chief operating officer (January 2025 to March 2026) and manufacturing. As chief executive officer, he is able executive vice president, BMD segment (March 2021 to to provide valuable insight January 2025) on the Company, as well as vice president, general manager eastern operations, operational and financial BMD segment (January 2020 to March 2021) information that is critical to joined the company in 2006 Board discussions. Independent director since 2019 68 Audit Compensation (Chair as of April 30, 2026) None Ms. Taylor's experience as chief information officer chief information officer (2016 until her retirement in allows her to provide insight July 2020) on strategic and operational issues and valuable business vice president of the Applications and Project knowledge, particularly as it Management Office, where she delivered global relates to technology integrated system platforms (2014 to 2016) innovation, information security and controls, and which was acquired by Honeywell implementation of chief information officer (2000 to 2008), where she led enterprise-wide systems. the company's IT and enterprise business analytics department and headed integration and operational excellence for all IT systems when Intermec was acquired by Honeywell chief human resource officer (2000 to 2008) where she developed a succession planning process for the executive suite level reviewed annually by the board of directors (1) Committee memberships as of April 30, 2026, assuming the Director nominees' election or reelection, as applicable, to the Board. The Company's Code of Ethics (Code of Ethics) applies to our Directors, officers, and employees. We have a toll-free reporting service available that permits employees to confidentially report violations of our Code of Ethics or other issues of significant concern via phone, text, or website. If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics by posting the required information on our website. You may view a copy of our Code of Ethics by visiting our website at www.bc.com/investors , selecting the Corporate Governance tab, and then clicking on the Code of Ethics link under Governance Documents . ‌Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Our Board has adopted Corporate Governance Guidelines (Guidelines) to assist the Board in exercising its responsibilities. The Guidelines reflect our Board's commitment to monitor the effectiveness of policy and decision-making, both at the Board and management levels. Our Board believes the Guidelines enhance our ability to achieve our goals and long-term success and assist us in increasing shareholder value. The Guidelines are in addition to and are not intended to change or interpret any federal or state law or regulation, including the Delaware General Corporation Law, our Certificate of Incorporation, bylaws, or the rules of the New York Stock Exchange (NYSE). Our Board may modify the Guidelines from time to time at the recommendation of the corporate governance and nominating committee and as deemed appropriate by our Board. You may view a copy of our Guidelines by visiting our website at www.bc.com/investors , selecting the Corporate Governance tab, and then clicking on the Corporate Governance Guidelines link under Governance Documents . Our Directors believe Board independence is important and is key for the Board to function properly, allowing it to provide appropriate oversight and maintain managerial accountability. We list our common stock on the NYSE. The NYSE rules require that a majority of our Directors be independent from management and that all members of our Board committees be independent. For a Director to be independent under the NYSE's rules, our Board must determine affirmatively that he or she has no material relationship with the Company. Additionally, he or she cannot violate any of the bright line independence tests set forth in the NYSE listing rules that would prevent our Board from determining that he or she is independent. These rules contain heightened independence tests for members of our audit and compensation committees. Our Board will broadly No family relationships exist between any of our Directors and executive officers. consider all relevant facts and circumstances to determine the independence of any Director in accordance with the NYSE listing rules. Our Board has determined that all Director nominees except Messrs. Jorgensen and Strom are independent Directors as defined under the NYSE's listing rules. These Directors constitute a majority of our Directors and represent all of our committee members. Additionally, our Board has determined that (i) each member of the audit committee meets the heightened independence standards for audit committee service under the NYSE listing rules and Rule 10A-3 under the Exchange Act; and (ii) each member of the compensation committee meets the heightened independence standards for compensation committee service under the NYSE listing rules and Rule 10C-1 under the Exchange Act. Further, because Mr. Jorgensen is a past CEO of the Company, our Board intends to elect Mr. Matula as its lead independent director assuming his reelection to the Board. Our Board and its committees can retain, at their sole discretion and at our expense, independent financial, legal, compensation, or other advisors to represent the independent interests of our Board or its committees. There were no affiliated-company or related person transactions in 2025. ‌Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Our written policy regarding transactions with related persons requires that a "related person" (as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our general counsel any "related-person transaction" (defined as any transaction that is reportable by us under Item 404(a) of Regulation S-K in which we are or will be a participant and the amount involved exceeds $120,000, and in which any related person has or will have a direct or indirect material interest) and all material facts with respect thereto. The general counsel will promptly communicate such information to our audit committee or another independent body of our Board. No related-person transaction will be entered into without the approval or ratification of our audit committee or another independent body of our Board. It is our policy that Directors recuse themselves from any discussion or decision affecting their personal, business, or professional interests. Our policy does not specify the standards to be applied by our audit committee or another independent body of our Board in determining whether to approve or ratify a related-person transaction. The compensation committee continued to retain Frederic W. Cook & Co., Inc. (FW Cook) as its independent compensation consultant to assist the committee in discharging its responsibilities. In connection with retaining FW Cook, the compensation committee considered that FW Cook does not provide any other services to the Company or management and determined that there was no conflict of interest according to the factors the compensation committee determined to be relevant, including the independence factors enumerated by the NYSE. Our Board oversees the risk management activities designed and implemented by our management. The Board executes its oversight responsibility for risk management both directly and through its committees. Through our annual enterprise risk management review, the Board also considers specific risk topics, including risks associated with our strategic plan, business operations, cybersecurity, AI, sustainability and environmental matters, HCM strategies (including employee engagement, growth, fostering a sense of community, and expanding our talent pipeline), recoupment of officer compensation based on our clawback policies, and capital structure. In addition, the Board receives regular detailed reports from our senior management and other personnel, including assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility. Our Board delegates to the audit committee oversight of our risk management process. Our other committees also consider, and address risks related to their respective committee responsibilities. All committees report to the Board as appropriate, including when a matter rises to a material or enterprise-level risk. Our internal audit department annually develops a risk-based audit plan that is reviewed with the audit committee, along with the results of internal audit reviews and activities. The internal audit department also maintains a high-level assessment of risks and controls for key operations, functions, processes, applications, and systems within the Company. The audit committee meets quarterly with our chief financial officer, senior vice president of finance and investor relations, our directors of internal audit and financial reporting, and our senior director of regulatory affairs (compliance and privacy officer). The Board and the audit committee engage with management on a quarterly basis regarding our IT environment, including data security, data privacy, and cybersecurity risks. To help mitigate the risk of potential financial and operational impacts, the Company is guided by industry-recognized frameworks, including the National Institute of Standards and Technology's (NIST) Cybersecurity Framework and the Control Objectives for Information and Related Technology (COBIT) framework. The Company also maintains cybersecurity insurance coverage with 24/7 incident response. The Company's IT security, data privacy and internal audit teams include professionals who hold recognized third-party certifications. Each year, both KPMG and our internal audit team perform audits of the Company's IT general controls 2026 Proxy Statement ‌Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting to evaluate the internal control environment and the reliability of information used in financial reporting. Additional annual risk and security activities include Enterprise Risk Management (ERM) initiatives, employee security and awareness training, data breach tabletop exercises, external reviews of Company manufacturing security posture, and penetration testing by qualified third party vendors to assess our IT perimeter security and intrusion detection capabilities. The Company's IT environment demonstrates a strong commitment to policy and compliance management, robust infrastructure and security platforms, advanced threat detection and response, data privacy compliance and governance, access control and authentication, email and data security, and data encryption. For more information concerning our information security, please refer to Item 1C. Cybersecurity of the Company's Form 10-K filed on February 24, 2026. The compensation committee, with recommendations from management, reviewed our compensation philosophy for our employees and determined that it does not induce our employees to take unacceptable levels of business risk for the purpose of increasing their incentive plan awards at the expense of shareholder interests. Some of the considerations in making this determination were: None of our businesses present a high-risk profile because our businesses compete in markets with a high degree of transparency on pricing and costs, as well as clearly defined revenue recognition accounting principles Our incentive pay structure rewards performance in both the short-term and long-term (i.e., short-term incentives are not paid at the expense of long-term shareholder value) Our incentive pay program has minimum and maximum targets designed to take into account short-term and long-term affordability measures, with payments capped at the maximum target The compensation committee reserves the right to reduce or eliminate any awards, at its discretion, with respect to our incentive pay programs Under the omnibus stock plans (the 2016 Omnibus Incentive Plan and the 2025 Omnibus Incentive Plan), the Company has the ability to clawback all equity awards, both time-based and performance-based, upon various events including upon misconduct related to a financial restatement. Additionally, for LTIP and cash-based short-term incentive plan (STIP) awards received by an officer, our Misconduct Clawback Policy allows us to recoup any or all of the LTIP or STIP awards (both time-based and performance-based) received by an officer (i) if, as a result of a financial restatement, the award would have been lower had the financial results been properly calculated when originally reported, (ii) if an award was predicated on achieving financial results that were subsequently determined to be due to a fraudulent act by the officer or (iii) if an officer engaged in misconduct, including misconduct that results in reputational or financial harm to the Company, even if such misconduct does not result in a financial restatement Our Executive Compensation Clawback Policy for our PSU and our STIP awards (performance-based only) pursuant to Rule 10D-1 of the Exchange Act requires recoupment of any or all awards received by an NEO where the amount of the award was calculated based upon the financial results that were subsequently affected by a restatement of the Company's financial statements and the award received would have been lower had the financial results been properly calculated when initially reported Our executive compensation program does not encourage our management to take unreasonable risks relating to the business Pursuant to the Company's Insider Trading Policy, we prohibit all of our Directors, officers, employees, and consultants from participating in any hedging, pledging, or monetizing transactions to lock in the value of any of our securities that they hold, including the purchase of any financial instrument designed to offset the risk of future declines in the market value of any of our securities The Company has an Insider Trading Policy governing the purchase, sale and other dispositions of Company securities by Directors, officers, employees, consultants, and the Company itself that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards. A copy of the policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 Boise Cascade Company ‌Proxy Statement Summary Executive Compensation Audit-Related Matters Stock Ownership Information about Our Annual Meeting Our corporate governance and nominating committee is responsible for, among other matters: Identifying individuals qualified to become Directors, consistent with criteria approved by our Board Recommending to our Board a slate of Directors for election at the annual meeting of shareholders Recommending to our Board persons to fill Board and committee vacancies Through this process, members of the corporate governance and nominating committee consult with our Board chair and lead independent director and accept nominee recommendations from other Directors and/or shareholders in accordance with the terms of our Certificate of Incorporation and bylaws. The invitation to join our Board is extended by our Board through our Board chair and lead independent director. When evaluating the suitability of candidates, in addition to our ongoing and emerging business needs, our Board and corporate governance and nominating committee consider many factors, including a candidate's: Experience as a senior officer in a public company, substantial private company experience, or other comparable experience Experience as a director of a public company Breadth of knowledge about issues affecting the Company and/or its industry Expertise in finance, logistics, manufacturing, distribution, law, human resources, cybersecurity, technology and innovation, marketing or other areas that our Board determines are important areas of needed expertise Personal attributes that include integrity and sound ethical character, absence of legal or regulatory impediments, absence of conflicts of interest, demonstrated track record of achievement, ability to act in an oversight capacity, appreciation for the issues confronting a public company, adequate time to devote to our Board and its committees, and willingness to assume Board fiduciary responsibilities on behalf of all shareholders The corporate governance and nominating committee is committed to a highly functioning Board where the composition is reflective of the long-term strategy of the business, and makes decisions primarily on the basis of skills, qualifications, and experience. Input from the Board and management, feedback from shareholders, and Board evaluation processes also help determine desired backgrounds and skills. As of the 2026 Annual Meeting, assuming their election or reelection, as applicable, of all Director nominees to the Board, our Board will consist of seven men and three women with a rich mixture of educational, professional, and experiential differences representing a wide range of perspectives to further enhance the effectiveness of its oversight role. As opportunities to appoint and nominate new Directors become available as the Board builds the slate of Director nominees, in addition to the factors set forth above, our Board recognizes and values candidates and Directors who bring different perspectives. Openness to all perspectives enriches the current and long-term strategic needs of the Company. Information regarding the skills of our Directors can be found in the Director Skills Matrix on page 11. In accordance with our bylaws, the corporate governance and nominating committee will consider shareholder nominations for Directors (please refer to the Shareholder Proposals for Inclusion in Next Year's Proxy Statement section in this proxy statement for related instructions, page 67 ). We did not receive any shareholder nominations or recommendations for a Director in connection with the 2026 Annual Meeting. Other than the procedures set forth in our bylaws, the corporate governance and nominating committee has not adopted formal policies regarding shareholder nominations for Directors because the committee does not believe such policy is necessary for the consideration of shareholder nominations. 2026 Proxy Statement

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