2025 Annual Report FINAL

Washington, D.C. 20549

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended

December 27, 2025.

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition

period of to .

Commission File No.: 0-22684

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (616) 364-6161

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

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller Reporting Company ☐ 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 a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the common stock held by non-affiliates of the registrant (i.e. excluding shares held by executive officers, directors, and control persons as defined in Rule 405, 17 CFR 230.405) on June 27, 2025 (which was the last trading day of the registrant's second quarter in the fiscal year ended December 27, 2025) was $5,506,165,241 computed at the closing price of $99.78 on that date.

As of January 31, 2026, 56,594,928 shares of the registrant's common stock, $1 par value, were outstanding.

Certain portions of the registrant's Proxy Statement for its 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.

Exhibit Index located on page E-79.

Additional Item: Executive Officers of the Registrant. 15

PART II

Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. 17

Item 6. [Reserved] 20

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 20

Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 39

Item 8. Financial Statements and Supplementary Data. 40

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. 74

Item 9A. Controls and Procedures. 74

Item 9B. Other Information. 75

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 75

PART III

PART IV

Item 15. Exhibits and Financial Statement Schedules. 78

Exhibit Index. 79

PART I

Item 1. Business.

General Development of the Business.

UFP Industries, Inc. ("we," "our," "the Company," or "UFP") is a holding company with subsidiaries throughout the United States, Mexico, Canada, Spain, India and Australia that design, manufacture and supply products made from wood, wood and non-wood composites, and other materials to three segments: retail, packaging, and construction. We are headquartered in Grand Rapids, Michigan.

For information relating to current developments in our business please see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 below.

Financial Information About Segments.

ASC 280, Segment Reporting ("ASC 280") defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance.

Our business segments consist of UFP Retail Solutions ("Retail"), UFP Packaging ("Packaging") and UFP Construction ("Construction"), and align with the end markets we serve. Among other advantages, this structure allows for a more specialized and focused sales approach, more efficient use of resources and capital, and quicker introduction of new products and services. We manage the operations of our individual locations primarily through a market-centered reporting structure under which each location is included in a business unit and business units are included in our Retail, Packaging, and Construction segments. In the case of locations that serve multiple segments, results are allocated and accounted for by segment.

The exception to this market-centered reporting and management structure is our International segment, which comprises our packaging operations in Mexico, Canada, Spain, India and Australia, and sales and buying offices in other parts of the world, and our Ardellis segment, which represents our wholly owned fully licensed captive insurance company based in Bermuda. Our International segment and Ardellis are referred to as "All Other" throughout this report.

"Corporate" includes purchasing, transportation, corporate ventures, and administrative functions that serve our operating segments. Operating results of Corporate primarily consist of over (under) allocated costs and net sales to external customers initiated by UFP Purchasing, which manages supplier relationships and purchases lumber and other materials, UFP Transportation, which owns, leases and operates transportation equipment, and UFP Real Estate, which owns and leases real estate. Inter-company lease and service charges are assessed to our operating segments for the use of these assets and services at fair market value rates.

Narrative Description of Business.

Historically, we owned and operated a number of manufacturing facilities across North America that served our various markets, and we managed those operations primarily on a geographic basis. As part of that structure, the managers of those facilities and geographic business units were responsible for and compensated on the basis of each facility's, unit's, and region's respective financial performance. This structure fostered a strong entrepreneurial and sales culture, as well as significant revenue growth - from 2011 to 2019 our revenues increased from $1.8 billion to $4.4 billion. We believe that the duration and durability of our relationships with many of our customers, which extend over several decades with certain key customers, is a reflection of our strong sales culture and intense focus on providing custom solutions.

Our current structure focuses on our end markets which allows us to better serve our customers, recognize and exploit market opportunities, enhance the efficiency of our operations, and improve the deployment of capital. We continue to maintain our existing compensation philosophy and practices of rewarding the financial performance of our plants, business units, and segments, based upon pre-bonus operating profits and return on investment, to preserve our strong entrepreneurial and sales culture.

Our business segments are functionally interdependent and are supported by common corporate services, such as accounting and finance, information technology, human resources, legal and compliance, and others. We regularly invest in automation and create best practices to improve the efficiency of our manufacturing facilities across each of the segments. The results and improvements from these investments are shared among the segments. This exchange of improvements and ideas has also prompted better and faster innovation for new products, processes, and product improvements.

Importantly, our structure allows us to evaluate market conditions and opportunities, while effectively allocating capital and resources to the appropriate segments and business units. We believe that the diversification and manner in which we operate our business provides an inherent hedge against the inevitable business cycles that our markets experience and over which we have little control. Accordingly, our goal is to provide stable earnings and cash flows to our shareholders. Our diversification and operating practices also mitigate the impact of volatile lumber market conditions experienced by traditional lumber companies.

Retail Solutions segment. Our Retail Solutions segment is comprised of the following business units: ProWood, Deckorators and UFP Edge. The segment is focused on distinct product offerings which are grouped by brands and business units. These groupings may change periodically as opportunities to gain efficiencies occur or new products that deliver increased scale and synergy are developed. The segment primarily sells to three main verticals including big box retailers, independent distributors, and distribution centers including two-step distributors.

ProWood. Our ProWood business unit manufactures and sells pressure-treated lumber products, including decking, fencing, and lattice, as well as decorative and functional lawn and garden products to building products retailers across the U.S. This business unit includes our branded ProWood line of pressure-treated and fire-retardant products used primarily for outdoor decking environments, including associated accessories. It also includes our branded Outdoor Essentials line of lawn and garden products, consisting of wood and vinyl fencing and lattice, garden beds and planters, pergolas, picnic tables, and other landscaping products. Numerous pressure-treaters exist on local and regional scales with none approaching the volume sold by UFP. We estimate we produce approximately 28% of all residential treated wood, 17% of all wood fencing, and 7% of all fire-retardant wood products within the U.S.

Deckorators. This business unit includes the manufacture of wood plastic composite and our patented Surestone™ mineral based composite decking and related decking accessories, including aluminum railing systems, balusters, post caps, and similar products, as well as customized, aluminum fencing. Customers include big box home improvement retailers, regional home centers and two-step distributors. We estimate we manufacture approximately 6-8% of all composite decking and railing in the U.S.

UFP Edge. This business unit manufactures and sells exterior siding, pattern, trim and fascia products. These products include traditional wood, engineered wood and modified wood siding with a variety of finish and profile alternatives as well as primed wood trim boards and fascia. The products also include interior pattern and trim products, as well as pre-painted and primed shiplap and project boards.

UFP Retail Solutions has numerous competitive advantages. We are not aware of any competitor that currently manufactures, treats and distributes a full line of both value-added and commodity-based products, on a national basis, as we do within this segment. We believe the breadth of our product offering, scale and geographic dispersion, proximity of our plants to core customers and key vendors, product innovation initiatives, purchasing and manufacturing expertise, procurement advantages, and service capabilities provide us a competitive edge in this segment.

We supply customers in this segment from many of our locations. Our facilities supply mixed truckloads of products delivered to customers with rapid turnaround. Freight costs are a factor in the ability to competitively service this market, especially with treated wood products due to their weight. The proximity of our manufacturing facilities to customer locations is factored into annual sales programs. The Retail segment services two of our largest customers, The Home Depot and Lowes, which accounted for approximately 17% and 11%, respectively, of our total net sales in fiscal 2025, 17% and 11%, respectively, in 2024, and 17% and 12%, respectively, in 2023.

See Note M "Segment Reporting" to our consolidated financial statements for the fiscal year ended December 27, 2025 in Item 8 for our disaggregated net sales by business unit for our Retail Solutions segment.

Packaging segment. Our Packaging segment is comprised of the following business units: Structural Packaging, PalletOne, and Protective Packaging Solutions. We serve a wide variety of regional, national, and global customers across several verticals including building materials, durable goods, agricultural, moving and storage, heavy equipment and automotive.

Structural Packaging. This business unit designs, engineers, manufactures and tests custom packaging products primarily made of wood and metal. These products are custom designed, often including mixed materials, and manufactured based upon specific customer needs and requirements. We utilize combinations of various materials through industrial engineering and testing to promote the best value and functionality for our customers. In Structural Packaging there are regional companies that produce similar product lines and small single-location competitors in most of our markets. We estimate our domestic market share in Structural Packaging to be 10-12%.

PalletOne. This business unit designs and manufactures pallets primarily made of wood and heat-treated wood. Our pallets are designed and manufactured in numerous sizes and configurations and are used by our customers for shipping a wide assortment of consumer and industrial products. This business unit also includes a recycling operation of previously used pallets. Keys to our success in this business unit are low-cost production through expanded automation, including robotics and high efficiency pallet machines, and the procurement of competitively priced industrial grade wood fiber. We own 50% of Dempsey Wood Products, LLC ("Dempsey"), which produces pallet lumber and other industrial wood products in Orangeburg, South Carolina. The lumber Dempsey produces is a crucial product for pallet operations and has been in short supply as larger mills produce less of this type of lumber. PalletOne's investment in Dempsey helps it secure and grow a critical long-term supply source. There are numerous local and regional pallet manufacturers that compete with PalletOne. We estimate that, as the largest supplier, we manufacture approximately 8-10% of new machine-built pallets nationally.

Protective Packaging Solutions. This business unit consists of a wide variety of products, such as corrugate, foam, labels, strapping and films. These products are primarily sold as additional offerings to our structural packaging products and pallets and are generally sold as a means of providing a more complete solution to our customers' packaging needs and requirements. Over the last several years, we have added additional products and services to this business unit to meet the increasing demand of our customers to provide a wider array of innovative solutions to their packaging and shipping needs. Through the acquisitions of Advantage Label in Grand Rapids, Michigan, and Titan Manufacturing, a highly-automated corrugate converter in Flower Mound, Texas, we have become a manufacturer of labels and corrugate boxes, two significant growth categories for UFP Packaging.

Competitive advantages for UFP Packaging include: being a low cost pallet producer due to our supply agreements, investments in vertical integration, and level of automation in our manufacturing plants; our scale and ability to serve large global, national and regional customers; design and engineering expertise, coupled with our ability to manufacture structural packaging with mixed materials, allowing us to provide creative, value-added solutions to our customers; and serving as a single-source supplier offering a wide breadth of products, allowing customers to buy more efficiently.

We plan to acquire companies across the industrial packaging spectrum with capabilities in product categories that allow us to fill geographical gaps that enhance our ability to offer valuable packaging solutions to our customers.

See Note M "Segment Reporting" to our consolidated financial statements for the fiscal year ended December 27, 2025 in Item 8 for our disaggregated net sales by business unit for our Packaging segment.

Construction segment. Our Construction segment is comprised of the following business units: Factory-Built Housing, Site-Built Construction, Commercial Construction, and Concrete Forming.

Factory-Built Housing. This business unit designs and manufactures roof trusses, cut-to-size dimensional and board lumber, plywood, and oriented strand board, all intended for use in the construction of manufactured housing. Our three main verticals in this business unit include producers of mobile, modular and prefabricated homes and, to a lesser extent, recreational vehicles (RV) and cargo trailers. Our principal competitive advantages include our product knowledge, the strength of our engineering support services, the proximity of our regional facilities to our customers, our purchasing and manufacturing expertise and our ability to provide national sales programs to certain customers. As a result of these advantages, we estimate we produce approximately 35% of all roof trusses used in factory-built housing in the United States. We also distribute products such as siding, electrical, plumbing, and many other specialty products to factory-built housing and RV customers. Customer vertical integration strategies have affected us in certain regions, and we've taken steps to mitigate this risk by increasing our value as a supplier through innovation and low cost production.

Site-Built Construction. This business unit designs and manufactures roof and floor trusses, wall panels, I-joists and lumber packages as well as engineered wood components used to frame residential and light commercial projects. Historical acquisitions, including Atlantic Prefab, Inc., Exterior Designs, LLC, Patriot Building Systems, LLC, and Endurable Building Products have given the Company manufacturing capability in alternate material components such as metal trusses, sheathed and pre-finished light gauge metal wall panels and aluminum balconies, decks and rail accessories. We also provide framing services for builders in certain regional markets in which we erect the wood structure. We've made a variety of investments in automation, allowing us to enhance efficiency and capacity in numerous UFP Construction operations. Our proprietary smartphone application, TrussTrax, provides a convenient, simple way for builders to track orders, shipments and engineered documents 24 hours a day, and has enjoyed wide customer adoption. Our customers in this market are primarily large-volume, multi-tract builders and smaller volume custom builders. We also supply builders engaged in multi-family and light commercial construction. We currently estimate that approximately 70% of the unit's business is for single-family homes while 30% is for multi-family structures.

Competition in site-built construction consists of numerous national and regional building products dealers who also manufacture components and/or provide framing services, as well as regional manufacturers of engineered wood components. We believe our primary competitive advantages relate to the engineering and design capabilities of our staff, purchasing and manufacturing expertise, product quality, timeliness of delivery, and financial strength, as well as providing a comprehensive turn-key package, including installation in selected markets. As a result of these strengths, we estimate we produce approximately 12% of all engineered wood components used in housing in the United States. Generally, terms of sale and pricing are determined based on contracts we enter into with our customers. We currently supply customers in these markets from manufacturing facilities in many different states, primarily located in the non-urban Northeast, mid-Atlantic, Southeast, Texas, and Colorado. We have intentionally avoided markets that have experienced more severe demand volatility for housing. Also, the states in which we have a presence are forecasted to continue to benefit from migration trends in the United States. Freight costs are a factor in the ability to competitively service this market due to the space requirements of these products on each truckload.

Commercial Construction. Our commercial construction business unit primarily includes the operations of idX Holdings, Inc. idX is a designer, manufacturer and installer of highly customized interior fixtures, casework and architectural millwork used in a variety of retail and commercial structures. This business unit serves customers throughout North America and to a lesser extent, Asia and Europe, in healthcare, hospitality, quick service restaurants, retail, and financial, offering comprehensive, streamlined solutions and customized products while managing programs from concept through completion, on a global scale. We believe we are one of the top five custom interior environment providers globally and the largest diversified custom solutions provider.

Concrete Forming. This business unit designs, manufactures and supplies wood forms and related products that are used by our customers to set or form concrete for various structures. This business unit serves four verticals including residential building, non-residential building, distribution, and infrastructure. Our customers in this business unit include general contractors as well as distributors. We believe we are unique in our ability to deliver highly engineered, factory-built solutions to job sites.

We believe the diversification of the end markets we serve in our Construction segment as well as the breadth of our products and services represent competitive advantages.

See Note M "Segment Reporting" to our consolidated financial statements for the fiscal year ended December 27, 2025 in Item 8 for our disaggregated net sales by business unit for our Construction segment.

UFP Purchasing/Suppliers. Our purchasing team manages and purchases wood fiber for each of our segments. The three main end markets for softwood lumber in North America - retail, construction, and packaging - align with our three business segments We are the largest converter of solid sawn softwood lumber from North American primary producers (lumber mills). For 2025, we estimate we purchased approximately 6.4% of the 56 billion board feet of North America softwood lumber production. The volume and variety of lumber dimensions purchased allows us to consume all grades and dimensions of what many of our mill suppliers produce, effecting and maintaining long-term, beneficial relationships with many of those suppliers. In turn, this has allowed us to better manage our raw materials inventory (including vendor-managed inventory), lower our costs, and mitigate the volatility of lumber prices.

We use primarily southern yellow pine in our pressure-treating operations and our site-built housing, structural packaging, and machine-built pallet operations in the Southeastern United States. Southern yellow pine is sourced from mills ranging from Texas to the Carolinas. We also use spruce-pine-fir from both Eastern and Western Canada; hemlock, douglas fir and cedar from the Pacific Northwest; inland species of pine, plantation grown radiata and southern yellow pines from South America; and various European softwoods. During 2025 our annual purchases of lumber, excluding panels, totaled approximately $1.7 billion and consisted of the following species and their respective percent of total lumber purchases: southern yellow pine (75%), spruce-pine-fir (12%), and douglas fir (4%), while the remaining 9% of lumber purchases comprise various other species and imports outside of North America. Additionally, we purchased approximately $545 million in plywood and $464 million in other panel products in 2025. There are numerous primary producers for all varieties we use, and we are not dependent on any particular source of supply.

Intellectual Property. We own numerous patents and have several patents pending on technologies related to our business. Examples include our Deckorators brand of composite decking and railing and its proprietary, patented Surestone™ technology used to produce mineral-based composite decking; TrussTrax, a mobile application offered to our Site-Built customers; and the ProWood brand of pressure-treated lumber and outdoor living products. In addition, we own numerous registered trademarks and claim common law trademark rights to several others. As we develop proprietary brands, we may pursue registration or other formal protection. While we believe our patent and trademark rights are valuable, the loss of a patent or any trademark would not be likely to have a material adverse impact on our competitive position.

Backlog. Due to the nature of our retail and industrial businesses, backlog information is not meaningful. The maximum time between receipt of a firm order and shipment does not usually exceed a few days. Therefore, we would not normally have a backlog of unfilled orders in a material amount. The relationships with our major customers are such that we are either the exclusive supplier of certain products and/or certain geographic areas, or the designated source for a specified portion of a customer's requirements. In such cases, either we are able to forecast the customer's requirements, or the customer may provide an estimate of its future needs. In neither case, however, will we receive firm orders until just prior to the anticipated delivery dates for the products ordered.

On December 27, 2025 and December 28, 2024, we estimate that backlog orders associated with our customized interior fixture businesses approximated $56.6 million and $41.9 million, respectively. On December 27, 2025 and December 28, 2024, we estimate that backlog orders associated with our site-built construction businesses approximated

$45.9 million and $74.4 million, respectively. The decline is due to a decrease in demand and slowdown associated with tariff policy. We expect that the orders above will be primarily filled within the next fiscal year; however, it is possible that some orders could be canceled.

Environmental. We are self-insured for environmental impairment liability, including certain liabilities which are insured through a wholly owned subsidiary, Ardellis Insurance Ltd., a licensed captive insurance company.

Seasonality. Seasonality has a significant impact on our working capital due to our primary selling season occurring during the period from March to September. Consequently, our working capital increases during our first and second quarters resulting in negative or modest cash flows from operations during those periods. Conversely, we experience a substantial decrease in working capital once we move beyond our peak selling season which typically results in significant cash flows from operations in our third and fourth quarters. Please also see the risk factor in Item 1A. Risk Factors under the caption "Seasonality and weather conditions, including those arising from climate change, could adversely affect us."

Human Capital Management. On December 27, 2025, we had approximately 13,800 employees. For over 70 years, the success of our company has rested on the skill, motivation and performance of our employees. We treat our people honestly and fairly, creating career paths and training opportunities to develop and expand their scope of responsibilities and financial rewards. This approach to human capital, which is embedded in the Company's culture, has fostered an environment where our employees often commit their respective careers to UFP Industries, Inc.

Environmental, Social, and Governance. Matters of sustainability, health and safety, employee welfare, supply chain management, and community engagement are managed by our executive team, with oversight from our Nominating and Corporate Governance and Personnel and Compensation Committees. In July 2025, we published on our website our fiscal year 2024 "Governance Report," detailing our responsible practices as well as our future outlook. We anticipate publishing on our website our fiscal year 2025 Governance Report during 2026.

Our manufacturing operations have a long history of environmental stewardship through efficiency and energy savings, waste management, and responsible product sourcing. We quantified our 2024 Scope 1 and Scope 2 greenhouse gas (GHG) emissions in our fiscal year 2024 Governance Report and plan to disclose our 2025 Scope 1 and Scope 2 GHG emissions in 2026.

We are driven by operational excellence throughout the enterprise and by cultivating a unique culture that provides significant opportunity for professional and personal growth. In managing our human capital, we have focused our efforts on employee health and safety, equal opportunity for all, and learning and development.

At UFP, we welcome all who are willing to work hard. We do not discriminate in hiring, promotion, or opportunity - we believe the best performers should be rewarded commensurately. We prefer hiring people with potential and helping them grow and achieve their goals within our company. To provide opportunity to a broader base of our teammates, we removed the requirement of a 4-year degree for sales and management positions and give credit for work experience. We use our internal training programs and UFP Business School to help employees gain functional knowledge and hone the skills and competencies that allow them advancement to greater roles and responsibilities.

We have a long history of supporting talented and hard-working employees go from factory floor to management, sales and operations roles. These transformations require diligence and dedication, and they demonstrate that regardless of background, our teammates at UFP have a chance to make a better life for themselves and their families. We also recognize the need to hire talented individuals from outside the company who bring special expertise and innovative skills to UFP.

Available Information.

Our Internet address is https://www.ufpi.com. Through our Internet website under "News Filings & Reports - SEC Filings" in the Investor Relations section, we make available free of charge, as soon as reasonably practical after such information has been filed with the SEC, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act. Also available through our Internet website under " Governance - Governance Documents" in the Investor Relations sections is our Code of Ethics for Senior Financial Officers.

Item 1A. Risk Factors.

An increase in foreign tariffs on U.S. goods could curtail our export sales to other countries, which were approximately

$239.5 million in 2025, compared to $258.9 million in 2024. Increased tariffs and duties on U.S. imports will increase pricing by adding duty cost, where the duty is sustainable in light of overall unit price, or otherwise constrain supply by eliminating historical production sources by country or commodity type with unsustainable duties. Our purchases that were impacted by tariffs were approximately $407.1 million in 2025 (compared to $390.9 million in 2024), including our import of Canadian Softwood Lumber of approximately $174.9 million in 2025 (compared to $211.8 million in 2024) which is the largest imported commodity. In addition, there is a risk that U.S. tariffs on imports and countering tariffs on

U.S. exports could trigger broader international trade conflicts that could adversely impact our business.

and 12%, respectively, in 2023.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

Risk Management and Strategy.

We recognize the importance of managing cybersecurity risks to protect our business operations, assets, data, and stakeholders. This is achieved through implementation of an enterprise-wide security risk management program, risk-based approach to cybersecurity program management, and an internal security control framework. We employ a structured approach to frame, assess, treat and monitor risks to determine if such risks are material.

Material cybersecurity risks are identified, assessed and managed in several ways. Cybersecurity risk management processes are embedded in our enterprise-level activities, business processes as well as day-to-day operations. This includes but is not limited to:

• Program foundations and standards. We established information security, cybersecurity and risk management frameworks that serve as the foundation for our cybersecurity program, which aligns with internationally recognized frameworks, including the NIST CSF and ISO 27001, as well as risk management guidelines such as NIST SP 800-37 (RMF) and ISO 27005. These frameworks have been adapted to include the assessment and management of risks associated with emerging technologies, including artificial intelligence (AI). Additional security and privacy controls are selected, implemented, assessed and monitored for organizational systems and processes that access, process, transfer or store data categorized to fall under regulatory requirements.

• Integration with enterprise risk management (ERM). Cybersecurity risk management is an integral component of our ERM program, ensuring that cybersecurity risks are aggregated and compared against other enterprise-level risks to inform strategic decision-making.

• Risk management process. Our strategic and operational risk management approach begins with risk framing activities to align the enterprise-wide cybersecurity strategy with day-to-day operations. Cybersecurity risks are identified, analyzed, evaluated, communicated, and prioritized across the organization through a comprehensive assessment. Risk responses are then managed to reflect our established risk appetite, tolerance, and thresholds. Ongoing monitoring of risk factors, treatment effectiveness, and compliance changes are performed to maintain continuous oversight and monitoring of acceptable risk levels consistent with our governance model.

• Threat monitoring, detection and response. Our dedicated Cybersecurity Incident Response Team (CSIRT) in conjunction with our Security Operations Center (SOC) monitors threats and vulnerabilities, investigates potential incidents, and coordinates response and remediation. Our Incident Response Plan is maintained and tested to verify completeness and effectiveness of its preparation, detection and analysis, containment, eradication and recovery, as well as post-incident review stages. Incidents are risk-ranked, prioritized and escalated according to defined thresholds to members of the Incident Response Team, including executive leadership, when warranted, consisting of our CIO, our Director of Cybersecurity, and other members of the executive team to facilitate timely assessment of potential materiality and coordination of required disclosures.

• Security controls and layered defense. As part of our defense in depth strategy, we operate multiple layers of frontline controls spanning network security, endpoint protection, identity and access management (including privileged access management) along with data protection and encryption safeguards. In addition to these technical frontline controls, we maintain a secondary layer of defense consisting of internal control owners and functional managers who perform regular self-assessments and monitoring of control effectiveness. This dual-layered approach is further validated by periodic independent testing and internal audits. These preventive layers are reinforced by comprehensive logging, detection, and response capabilities, ensuring that threats are identified and contained even if one control layer is bypassed. This layered approach strengthens our overall security posture by creating overlapping defenses that collectively reduce risk and improve resilience across the enterprise.

• Testing, exercises, and continuous improvement. We conduct tabletop exercises for our incident response and disaster recovery activities and perform internal and external vulnerability assessments as well as penetration testing. Lessons learned from these activities are analyzed and integrated into our policies, governance, and technology through a risk-managed approach.

• Training and awareness. Mandatory, periodic security and privacy training is provided to all employees during their onboarding and employment with our organization. This training is supplemented with phishing simulations and awareness activities on an ongoing basis.

• Use of external parties. We engage external assessors, consultants, independent auditors and, as needed, outside counsel, to evaluate aspects of our cybersecurity program, controls and overall posture. This is achieved through control audits as well as testing, exercises, and continuous improvement activities.

• Supply chain security. We monitor third party service providers and suppliers through risk-based onboarding and periodic assessments. Beyond initial and periodic evaluations, we actively monitor security events and threat intelligence related to our significant third-party providers to identify potential "downstream" incidents that could impact our systems or data. Additionally, we maintain security-focused contractual requirements and conduct risk-based continuous vendor monitoring (including targeted cybersecurity assessment correlated to vendor risk level).

  As of the date of this report, we have not experienced any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. While we have not identified any such material risks to date, we recognize that the threat landscape is constantly evolving. We remain committed to our structured approach to identifying and managing these risks as a core component of our business resilience strategy.

  Governance.

  Management's Role. Primary responsibility for risk management, including cybersecurity risks, lies with management. Our management team actively assesses and manages material cybersecurity risks through a structured framework. The CIO and Director of Cybersecurity lead our efforts in managing these risks:

  • CIO. With over 20 years of experience in the information technology space, our CIO brings expertise and strategic insight to cybersecurity, compliance, enterprise architecture, systems resilience, and digital transformation.

  • Director of Cybersecurity. With over 30 years of experience in information technology, including systems architecture and management, our Director of Cybersecurity holds the Certified Information Security Manager (CISM) designation. This expertise supports the Director's responsibility for day-to-day cybersecurity operations, the alignment of security strategies with business objectives, and the management of our information security risk framework. The Director reports directly to the CIO and leads the cross-functional team in identifying and mitigating material risks.

Our cross-functional cybersecurity team, composed of experts with decades of combined experience, supports the CIO and Director in implementing our cybersecurity program. This team consults with legal, HR, and IT specialists to assess the materiality of cybersecurity risks and incidents, using a well-established Incident Response Plan that includes clear escalation measures.

Board of Directors Oversight. The role of the Board of Directors with respect to our cybersecurity program is one of oversight of management, and the Board has delegated primary oversight authority over the program to the Audit Committee. The Audit Committee oversees these risks as outlined in its Charter, which mandates reviewing the company's information technology framework, practices, and implemented controls to monitor and mitigate IT risks.

The Audit Committee meets quarterly and receives reports and briefings from the CIO, Director of Cybersecurity, and the cybersecurity team on emerging threats, risk status, and mitigation strategies. The Committee engages with the cybersecurity team to increase their understanding of the specific issues facing the Company and to challenge the team as appropriate. The Committee also may consult external cybersecurity experts as needed to fulfill its oversight role. The Audit Committee regularly reports to the Board on matters addressed during the Committee's quarterly meetings, including any material cybersecurity risks or developments.

Item 2. Properties.

Our corporate headquarters building is located in suburban Grand Rapids, Michigan. We currently have approximately 196 facilities located throughout the United States, Mexico, Canada, Spain, India and Australia. Depending upon function and location, these facilities typically utilize office, manufacturing, and indoor and outdoor storage space.

The following tables summarize our property locations assigned by the primary segment the plant serves.

RETAIL SEGMENT

Property Location Number of Properties Property Location Number of Properties

Athens, AL 1 Moneta, VA 1

Avondale, AZ 1 Mosheim, TN 1

Bartow, FL 2 Moultrie, GA 1

Belchertown, MA 1 Overland Park, KS 1

Bennett, IA 1 Ponce, Puerto Rico 1

Brunswick, GA 1 Prairie du Chien, WI 1

Callao, VA 1 Rancho Cucamonga, CA* 1

Durango, Mexico 1 Ranson, WV 1

Fairless Hills, PA 1 Ringgold, GA 1

Fort Worth, TX 1 Rockledge, FL 1

Grand Rapids, MI 1 Rockwell, NC 1

Greeneville, TN 1 Saginaw, TX* 1

Hamilton, OH 1 Schertz, TX* 1

Hampton, VA 1 Selma, AL 2

Hazelhurst, GA 1 Spartanburg, SC 1

Howell, MI 2 Stockertown, PA 1

Idabel, OK 1 Tampa, FL 2

Janesville, WI* 1 Thomaston, GA 1

Kearneysville, WV 2 Tipton, IA 1

Lackawanna, NY 1 Union City, GA* 1

Lansing, MI 1 White Bear Lake, MN* 1

Lockhart, FL 1 White Pigeon, MI 1

Louisville, AL 1 Windsor, CO* 1

TOTAL 51

PACKAGING SEGMENT

Property Location Number of Properties Property Location Number of Properties

Adairsville, GA 1 Milwaukee, WI 1

Ashburn, GA* 1 Minneota, MN* 1

Auburndale, FL* 1 Mocksville, NC 1

Bartow, FL 2 Morristown, TN 1

Blue Island, IL* 1 Muscle Shoals, AL 2

Butner, NC 1 Nappanee, IN 1

Chandler, AZ* 1 New London, WI 2

Clarksville, TX 1 Newnan, GA 2

Clearfield, UT* 1 Orangeburg, SC 1

Dallas, TX 1 Peru, IL 1

Delano, PA 1 Port Arthur, TX 1

Eatonton, GA 1 Prattville, AL 1

Flower Mound, TX 2 Riverside, CA* 1

Gilmer, TX 1 Robertsdale, AL 1

Grand Rapids, MI 1 Rowesville, SC 1

Grandview, TX 4 Salina, KS* 1

Harrisonville, MO* 1 Salisbury, NC* 1

Hartford, WI 1 Shawnee, OK 1

Hazelhurst, GA 1 Shipshewana, IN 1

Inwood, WV 1 Siler City, NC 1

Kansas City, MO 1 Snohomish, WA* 1

Las Vegas, NV 1 Stayton, OR* 1

Lawrenceburg, TN 1 Thornton, CA* 1

Livermore Falls, ME 1 Warrens, WI* 1

Magna, UT* 1 Woodburn, OR* 1

Martin, TN 1 Yakima, WA 1

McMinnville, OR* 1 TOTAL 61

CONSTRUCTION SEGMENT

Property Location Number of Properties Property Location Number of Properties

Athena, OR 1 Kyle, TX 1

Auburn, NY 1 Lafayette, CO 1

Belchertown, MA 1 Lenoir City, TN 1

Berlin, NJ 2 Liberty, NC 1

Berthoud, CO 1 Locust, NC 1

Blanchester, OH 1 Londonderry, NH 1

Brooklyn Center, MN 1 Nampa, ID* 1

Burlington, NC 2 Naugatuck, CT 1

Cedar Hill, TX 1 New London, NC* 1

Charlotte, NC 1 New Waverly, TX* 1

Chesapeake, VA 1 New Windsor, MD 1

Chicopee, MA 1 Ontario, CA 1

Clinton, NC 1 Ooltewah, TN 1

Conway, SC 1 Pearisburg, VA* 1

Cordele, GA 1 Plainville, MA 1

Dayton, OH 1 San Antonio, TX 1

DuBois, PA 1 Shippenville, PA 1

Edwardsburg, MI* 1 Sidney, NY 1

Elkhart, IN 2 Stafford, TX 1

Folkston, GA 2 Stanfield, NC 2

Fredericksburg, VA 1 Temple, TX 1

Gordon, PA 1 Tooele, UT 1

Granger, IN* 1 Twin Falls, ID 1

Haleyville, AL* 1 Washington, NC 1

Hillsboro, TX* 1 Westbury, NY 1

Jefferson, GA 1 Wilton, NH 1

Jeffersonville, IN 1 Wujinang, China 1

TOTAL 59

ALL OTHER SEGMENT

Property Location Number of Properties Property Location Number of Properties

Apaseo el Grande, Mexico 1 Gladstone, Australia 1

Bangalore, India 2 Guntur, India 1

Carole Park, Australia 1 Hyderabad, India 1

Castellón, Spain 2 Lacolle, Canada 1

Chennai, India 1 Mordialloc, Australia 1

Coimbatore, India 1 Noida, India 1

Deer Park, Australia 1 Nuevo Leon, Mexico 2

Durango, Mexico 1 Port Melbourne, Australia 1

Erskine Park, Australia 1 Vadodara, India 1

TOTAL 21

CORPORATE SEGMENT

Property Location Number of Properties

Grand Rapids, MI 2

Matthews, NC 1

Bryant, AR 1

TOTAL 4

* Due to the nature of our business and historical operating strategy, many of our locations service more than one segment.

We own all of our properties, free from any significant mortgage or other encumbrance, except for approximately 73 facilities which are leased. We believe all of these operating facilities are adequate in capacity and condition to service our existing markets.

Item 3. Legal Proceedings.

Information regarding our legal proceedings is set forth in Note L of our Consolidated Financial Statements which are presented under Item 8 of this Form 10-K.

Item 4. Mine Safety Disclosures.

Not applicable.

Additional Item: Executive Officers of the Registrant.

Our executive officers are appointed annually by our Board of Directors. There are no family relationships among these officers and our directors nor any arrangement or understanding between any of these officers and any other person pursuant to which the officer was appointed.

The following table lists the names, ages, and positions of our executive officers as of February 2026.

William D. Schwartz, Jr. joined us in 1998. He became Operations Vice President in 2014 and Executive Vice President of Purchasing and Transportation in 2020. On July 1, 2022, he became Executive Vice President of Operations Services and on September 26, 2022, he was promoted to President of UFP Retail Solutions, LLC. On December 29, 2024, Mr. Schwartz became President and Chief Executive Officer of the Company.

Matthew J. Missad joined us in 1985. In February 1996, Mr. Missad was promoted to Executive Vice President of the Company and on July 13, 2011, he was promoted to Chief Executive Officer of the Company. On January 1, 2023, Mr. Missad added the title of President of the Company. On December 29, 2024, Mr. Missad became Executive Chairman of the Board.

Michael R. Cole joined us in 1993 from the international public accounting firm Deloitte & Touche. In December 1999, he was promoted to Vice President of Finance. On July 19, 2000, Mr. Cole became Chief Financial Officer of the Company. On December 29, 2024, Mr. Cole added the title of President of Corporate Services to his current role.

Patrick M. Benton joined us in 1993. In 2008 he became Operations Vice President of the South Texas Region, and on July 1, 2014, he became Executive Vice President of UFP Eastern Division - North. On February 1, 2017, Mr. Benton became President of the UFP Northern Division, and on January 1, 2020, he became President of UFP Construction, LLC.

Scott A. Worthington joined us in 1997. In 2014, he was promoted to Regional Vice President of the South Texas Region. On January 1, 2020, he became President of UFP Packaging, LLC.

Landon C. Tarvin joined us in 2002. In 2019, he was promoted to Vice President of Outdoor Essentials and in 2021, he was promoted to Vice President of Deckorators. On December 29, 2024, he became President of UFP Retail Solutions, LLC.

R. Paul Guerre joined us in 2020 as Senior Corporate Counsel. On May 15, 2023, he was promoted to Deputy General Counsel - Compliance & Administration. On July 1, 2024, he was promoted to Corporate Secretary and Director of Corporate Compliance.

PART II

Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

1. Our common stock trades on The Nasdaq Stock Market ("NASDAQ") under the symbol UFPI. As of January 27, 2026, there were approximately 2,531 record holders of our common stock.

   Our dividend rates are typically reviewed and approved at each of our February, April, July, and October board meetings and payments are typically made in March, June, September, and December of each year. On February 12, 2026, our board approved a quarterly cash dividend of $0.36 per share, which represents a 3% increase from the quarterly dividend of $0.35 per share paid in 2025. This dividend will be payable on March 16, 2026, to shareholders of record on March 2, 2026. Our board considers our dividend yield, payout ratios relative to earnings and operating cash flow, and potential variability of future results, among other factors, as part of its decision-making process. Further declarations of dividends and the establishment of future record and payment dates are subject to approval by our board.

   See Part III - Item 12 below for information about securities authorized for issuance under our equity compensation plans.

   Stock Performance Graph:

   The following stock price performance graph compares the annual percentage change in the cumulative total return on our common stock with the cumulative total returns of companies comprising the NASDAQ US Benchmark TR index and an industry peer group we selected. The graph assumes an investment of $100 on December 26, 2020, and reinvestment of dividends in all cases.

   
   
   

   The companies included in our self-determined industry peer group are as follows:

   American Woodmark Corporation Masco Corporation Boise Cascade Company Patrick Industries, Inc.

   Builders FirstSource, Inc. Simpson Manufacturing Company, Inc. Gibraltar Industries, Inc. Smurfit Westrock plc

   Greif, Inc. Sonoco Products Company Louisiana-Pacific Corporation Trex Company, Inc.

   The returns of each company included in the self-determined peer group are weighted according to each respective company's stock market capitalization at the beginning of each period presented in the graph above. In determining the members of our peer group, we considered companies who selected UFPI as a member of their peer group, and looked for similarly sized companies or companies that are a good fit with the markets we serve.

   Unregistered Sales of Equity Securities

   Director Compensation Plan

   A portion of the annual retainer payable to each of our non-employee directors (such portion for each director was

   $135,000 for 2025) is paid in shares of our common stock. The retainer is deemed earned in equal quarterly installments on February 1, May 1, August 1, and November 1. We use the market price per share on each such installment date (or the preceding trading day if there were no trades on that installment date) to determine the number of shares issuable to each non-employee director, and except as described below, the shares are issued to the director within five business days.

   We maintain a Director Compensation Plan (the "Plan") pursuant to which non-employee directors can elect to (1) receive shares of our common stock, on a deferred basis, in lieu of all or a portion of the annual retainer payable to the director in cash (which deferred cash is used to purchase our common stock on a deferred basis at the rate of 110% of the deferred cash amount), and/or (2) defer receipt of all or a portion of the annual retainer payable to the director in the form of our common stock. Any shares of common stock issuable to a director on a deferred basis pursuant to the Plan are not actually issued until the deferred payment date specified pursuant to the Plan, which is typically after a director's retirement from the Board. However, on the date such shares are deemed earned by the director, we issue deferred stock units ("DSUs") to a bookkeeping account for each director to represent the shares issuable in the future pursuant to the Plan. Directors who have DSUs credited to their account pursuant to the Plan receive additional DSUs credited to their account whenever a dividend is paid on the Company's common stock.

   On November 1, 2025, the Company issued 1,098 shares of its common stock to non-employee directors as part of the annual retainer payable to directors in stock (i.e., shares that were issued on a current basis and not deferred pursuant to the Plan). The Company issued all shares described in this paragraph pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933 due to the fact that the issuance of the shares was made on a private basis pursuant to the Plan.

   Deferred Compensation Plan

   We maintain a Deferred Compensation Plan (the "DCP") which allows key employees to defer a portion of their salary and/or cash incentive compensation. Participants in the DCP may elect to invest the deferred amounts in certain investment alternatives, including our common stock. Also, under the DCP, if a key employee's ownership of our common stock is below certain targeted thresholds, the amount of deferral must be used to invest in shares of our common stock. All amounts deferred to the DCP that are invested in our common stock are invested at a price per share representing a 15% discount to the prevailing market price of our stock. In general, each employee receives a payout of his or her DCP account one year from the date her or she terminates employment with the Company, unless termination of employment is due to retirement, death or change in control, in which case the employee or his or her beneficiary may receive the distribution earlier, subject to DCP provisions. The Company issued all shares described in this paragraph pursuant to an exemption under Section 4(2) of the Securities Act of 1933 due to the fact that the issuance of the shares was made on a private basis pursuant to the DCP. On February 20, 2025, we issued a total of 70,528 shares to employees who elected to defer a portion of their annual incentive bonus into our common stock. In addition, shares were issued on the respective employees' last payroll dates in each month. During the fiscal year ended December 27, 2025 we issued 43,218 shares over the course of the year to employees who elected to defer a portion of their salaries into our common stock, which were as follows:

   Common stock

   Date issued shares issued

   January 30, 2025 31

   January 31, 2025 3,007

   February 27, 2025 34

   February 28, 2025 3,349

   March 27, 2025 33

   March 31, 2025 3,360

   April 24, 2025 34

   April 30, 2025 3,654

   May 29, 2025 37

   May 30, 2025 3,655

   June 26, 2025 37

   June 30, 2025 3,582

   July 31, 2025 3,640

   August 28, 2025 36

   August 29, 2025 3,480

   September 25, 2025 40

   September 30, 2025 3,744

   October 30, 2025 40

   October 31, 2025 3,800

   November 26, 2025 39

   November 28, 2025 3,722

   December 24, 2025 40

   December 31, 2025 3,824

   Total common stock shares issued 43,218

2. Not applicable.

Note: October includes 84 shares tendered by certain employees of the Company (and repurchased by the Company) in order to satisfy their respective tax withholding obligations resulting from the vesting of restricted stock awards. The Company treats these share repurchases against its board approved share repurchase authorizations described below.

1. Total number of shares purchased.

2. Average price paid per share.

3. Total number of shares purchased as part of publicly announced plans or programs.

4. Approximate dollar value of shares that may yet be purchased under the plans or programs as of the end of the respective month.

On and effective as of July 23, 2025, our board authorized the repurchase of up to $300 million worth of shares of our common stock through the period ending July 31, 2026, which supersedes and replaces prior authorizations.

Item 6. [RESERVED.]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

UFP Industries, Inc. is a holding company with subsidiaries in the United States, Mexico, Canada, Spain, India and Australia that design, manufacture, and supply products made from wood, wood and non-wood composites, and other materials to three segments: retail, packaging, and construction. We are headquartered in Grand Rapids, Michigan.

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended, that are based on management's beliefs, assumptions, current expectations, estimates and projections about the markets we serve, the economy and the Company itself. Words like "anticipates," "believes," "confident," "estimates," "expects," "forecasts," "likely," "plans," "projects," "should," variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. We do not undertake to update forward-looking statements to reflect facts, circumstances, events, or assumptions that occur after the date the forward-looking statements are made. Actual results could differ materially from those included in such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Among the factors that could cause actual results to differ materially from forward-looking statements are the following: fluctuations in currency and inflation; fluctuations in the price of lumber; adverse economic conditions in the markets we serve; concentration of sales to customers; vertical integration strategies; excess capacity or supply chain challenges; our ability to make successful business acquisitions; government regulations, particularly involving environmental and safety regulations; adverse or unusual weather conditions; inbound and outbound transportation costs; alternatives to replace treated wood products; cybersecurity breaches; tariffs on import and export sales; and potential pandemics. Certain of these risk factors as well as other risk factors and additional information are included in our reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission, included under Item 1A above.

OVERVIEW

We are pleased to present this overview of 2025. Our results for 2025 include the following highlights:

• Our net sales decreased 5% compared to 2024, which was comprised of a 2% decrease in selling prices and a 3% decrease in unit sales. The overall decrease in our selling prices is primarily due to more competitive pricing in our Site-Built business unit. The overall organic unit decline consists of a 7% decrease in our Retail segment and a 1% decrease in our Packaging segment, while unit sales in our Construction segment were flat compared to 2024. An acquired business contributed a 1% unit increase in our Packaging segment. We believe we maintained or gained market share in each of our business units.

• Our gross profits decreased by $167 million, or 14%, compared to last year, exceeding our 3% decrease in unit sales. By segment, gross profits decreased by $81 million in Construction, $36 million in Packaging, and $43 million in Retail. The overall decrease in our gross profits is primarily due to the decline in unit sales as a result of weaker demand, which also resulted in more competitive pricing.

• Our operating profits decreased $128 million, or 26%, compared to last year. The overall decrease is a result of the decline in gross profits above which was partially offset by a $44 million decrease in selling, general, and administrative ("SG&A") expenses. The decrease in SG&A is due to our cost reduction efforts totaling $40 million and our incentive compensation plans (bonus and sales incentives) totaling $24 million. These decreases in SG&A were partially offset by a $20 million increase in advertising costs to build brand awareness of our Deckorators' Surestone™ composite decking.

• Our cash flows from operations in 2025 were $546 million compared to $643 million in 2024. The $97 million decline resulted primarily from the change in our investment in net working capital, which was $54 million higher in 2025 than 2024. In 2025, working capital increased by $3 million, reflecting a $35 million decrease in current assets and a $38 million decrease in current liabilities. The prior year included a $53 million net decrease in working capital comprised of a $54 million decrease in current assets and $3 million decrease in current liabilities. Additionally, net earnings and non-cash expenses decreased $43 million compared to the prior year due to the factors stated above.

• We invested $269 million in capital expenditures, which was comprised of expansionary and efficiency capital expenditures, to support and grow our existing businesses, totaling $163 million, maintenance capital expenditures totaling $106 million, and $18 million invested in business combinations.

• We returned $82 million to our shareholders through dividends. We repurchased 4,498,835 shares of our common stock for $443 million, at an average price of $98.39 per share. Of this amount, 87,327 shares were repurchased in order to settle tax withholding obligations of long-term stock incentive plan participants' awards that vested in 2025. These shares were purchased at an average price of $109.83 per share, totaling $10 million.

• Our Cash and cash equivalents at the end of 2025 was $914 million compared to $1.2 billion at the end of 2024. Our unused borrowing capacity under our revolving credit facility and a shelf agreement with certain lenders along with our cash resulted in total liquidity of approximately $2.2 billion at the end of December 2025. We plan to continue to pursue a balanced and return driven approach to capital allocation focused on continuing to increase our dividend at a rate that is aligned with our anticipated long-term earnings growth rate, repurchasing our common stock to offset dilution from issuances under our equity-based compensation programs, making capital investments needed to execute our organic growth and operating improvement strategies, and completing business acquisitions that complement our existing businesses and provide new avenues for growth. We will opportunistically increase repurchases of our stock when the price reaches a pre-determined level that we believe represents an attractive investment.

  HISTORICAL LUMBER PRICES

  The following table presents the Random Lengths framing lumber composite price.

  Random Lengths Composite Average $/MBF
  	2025	2024
  January	$ 434	$ 398
  February	442	389
  March	479	416
  April	485	403
  May	453	377
  June	431	382
  July	426	363
  August	433	386
  September	384	398
  October	380	405
  November	381	442
  December	367	436
  Annual average	$ 425	$ 400
  Annual percentage change	6.3 %
  In addition, a Southern Yellow Pine ("SYP") composite price, which we prepare and purchases of this species comprise approximately 75% of our total lumber purchases.	use, is presented	below. Our
  Random Lengths SYP Average $/MBF
  	2025	2024
  January	$ 386	$ 380
  February	401	371
  March	424	394
  April	446	371
  May	445	353
  June	381	355
  July	351	333
  August	347	345
  September	320	337
  October	323	368
  November	335	386
  December	346	359
  Annual average	$ 375	$ 363
  Annual percentage change	3.3 %

  Finally, a Spruce Pine Fir ("SPF") composite price, which we prepare and use, is presented below. Our purchases of this species comprise approximately 12% of our total lumber purchases.

  Random Lengths SPF

  Average $/MBF

  	2025	2024
  January	$ 480	$ 424
  February	479	420
  March	526	449
  April	504	437
  May	446	401
  June	444	393
  July	462	369
  August	484	400
  September	422	423
  October	432	428
  November	422	487
  December	403	495
  Annual average	$ 459	$ 427
  Annual percentage change	7.5 %

  Overall lumber prices in 2025 have increased compared to 2024 despite overall weak demand in the end markets that primarily consume softwood lumber - new housing, housing repair and remodel activity, and industrial (including packaging) - as a result of higher duties on Canadian lumber imported to the United States and capacity curtailments in the U.S. and Canada.

  IMPACT OF THE LUMBER MARKET ON OUR OPERATING RESULTS

  We generally price our products to pass lumber costs through to our customers so that our profitability is based on the value-added manufacturing, distribution, engineering, and other services we provide. As a result, our dollar sales levels (and working capital requirements) are impacted by the lumber costs of our products. Lumber costs were 41.6% and 40.4% of our net sales in 2025 and 2024, respectively.

  Our gross margins are impacted by (1) the relative level of the Lumber Market (i.e. whether prices are higher or lower from comparative periods), and (2) the trend in the market price of lumber (i.e. whether the price of lumber is increasing or decreasing within a period or from period to period). Moreover, as explained below, our products are priced differently. Some of our products have fixed selling prices, while the selling prices of other products are indexed to the reported Lumber Market with a fixed dollar adder to cover conversion costs and profits. Consequently, the level and trend of the Lumber Market impact our products differently.

  Below is a general description of the primary ways in which our products are priced.

• Products with fixed selling prices. These products include value-added products, such as manufactured items, sold within all segments. Prices for these products are generally fixed at the time of the sales quotation for a specified period of time. In order to reduce any exposure to adverse trends in the price of component lumber products, we attempt to lock in costs with our suppliers or purchase necessary inventory for these sales commitments. The time period limitation eventually allows us to periodically re-price our products for changes in lumber costs from our suppliers.

• Products with selling prices indexed to the reported Lumber Market with a fixed dollar "adder" to cover conversion costs and profits. These products primarily include treated lumber, panel goods, other commodity-type items, and trusses sold to the manufactured housing industry. For these products, we estimate customers' needs and carry appropriate levels of inventory. Because lumber costs are incurred in advance of final sale prices, subsequent increases or decreases in the market price of lumber impact our gross margins. We believe our sales of these products are at their highest relative level in our second quarter, primarily due to pressure-treated lumber sold in our retail segment.

  For each of the product pricing categories above, our margins are exposed to changes in the trend of lumber prices. As a result of the balance in our net sales to each of our end markets, we believe our gross profits are more stable than those of our competitors who are less diversified.

  The greatest risk associated with changes in the trend of lumber prices is on the following products:

• Products with significant inventory levels with low turnover rates, whose selling prices are indexed to the Lumber Market. In other words, the longer the period of time these products remain in inventory, the greater the exposure to changes in the price of lumber. This includes treated lumber, which comprised approximately 21% of our total net sales in 2025. This exposure is less significant with remanufactured lumber, panel goods, other commodity-type items, and trusses sold to the manufactured housing market due to the higher rate of inventory turnover. We attempt to mitigate the risk associated with treated lumber through inventory consignment programs with our vendors. We estimate that 13% of our total purchases for 2025 were completed under these programs. (Please refer to the "Risk Factors" in Item 1A above for more information.)

• Products with fixed selling prices sold under long-term supply arrangements, particularly those involving multi-family construction projects. We attempt to mitigate this risk through our purchasing practices and longer vendor commitments.

In addition to the impact of the Lumber Market trends on gross margins, changes in the level of the market cause fluctuations in gross margins when comparing operating results from period to period. This is explained in the following example, which assumes the price of lumber has increased from period one to period two, with no changes in the trend within each period.

As is apparent from the preceding example, the level of lumber prices does not impact our overall profits but does impact our margins. Gross margins and operating margins are negatively impacted during periods of high lumber prices; conversely, we experience margin improvement when lumber prices are relatively low. As a result of this factor, we believe it is useful to compare our change in units sold with our change in gross profits, selling, general, and administrative expenses, and operating profits as presented in the following table.

Annual Percentage Change from

Prior Year Ended

The results above reflect the impact of generally weaker demand across most of the end markets we serve as well as more competitive pricing and higher material costs for most of 2025. Notwithstanding our recent results, it is our long-term goal to increase our gross profits and earnings from operations at a rate of growth that exceeds our unit sales growth, or in other words, increase our profit per unit sold. We also have a long-term goal of improving our efficiencies and leveraging the fixed costs in our selling, general, and administrative expenses as we grow, which would result in a rate of growth of these expenses which is less than our unit sales growth resulting in a lower cost per unit.

BUSINESS COMBINATIONS AND ASSET PURCHASES

We completed two business acquisitions during 2025 that had annual historical sales of approximately $24 million in aggregate. During 2024 we completed one business acquisition that had approximately $25 million in annual historical sales. These business combinations were not significant to our operating results; consequently pro forma results for 2025 and 2024 are not presented.

See Note C "Business Combinations" of our Consolidated Financial Statements which are presented under Item 8 below for additional information.

RESULTS OF OPERATIONS

The following table presents, for the periods indicated, the components of our Consolidated Statements of Earnings as a percentage of net sales. See "Impact of the Lumber Market on our Operating Results".

Year Ended

The following table presents, for the periods indicated, our selling, general, and administrative (SG&A) costs as a percentage of gross profit. Over time, we believe this ratio provides an enhanced view of our effectiveness in managing these costs given our strategies to enhance our capabilities and improve our value-added product offering and recognizing the higher relative level of SG&A these strategies require. This ratio also mitigates the impact of changing lumber prices. The increase in the ratio of SG&A as a percentage of gross profit from the prior year is primarily due to the impact of competitive pricing and higher material costs for most of the year, which has reduced our gross profits.

Year Ended

OPERATING RESULTS BY SEGMENT

Our business segments consist of UFP Retail Solutions, UFP Packaging and UFP Construction, and align with the end markets we serve. Among other advantages, this structure allows for a specialized and consistent sales approach, more efficient use of resources and capital, and quicker introduction of new products and services. We manage the operations of our individual locations primarily through a market-centered reporting structure under which each location is included in a business unit, and business units are included in our Retail, Packaging, and Construction segments. The exception to this market-centered reporting and management structure is our International segment, which comprises our packaging operations in Mexico, Canada, Spain, India and Australia and sales and buying offices in other parts of the world. Our International segment and Ardellis (our insurance captive) are included in the "All Other" column of the table below. The "Corporate" includes purchasing, transportation, corporate ventures, and administrative functions that serve our operating segments. Operating results of Corporate primarily consist of over (under) allocated costs and net sales to external customers initiated by UFP Purchasing, which manages supplier relationships and purchases lumber and other materials, UFP Transportation, which owns, leases and operates transportation equipment, and UFP Real Estate, which owns and leases real estate. Inter-company lease and service charges are assessed to our operating segments for the use of these assets and services at fair market value rates.

The following tables present our operating results by segment for December 27, 2025 and December 28, 2024 (in thousands).

Year Ended December 27, 2025

Year Ended December 28, 2024

The following tables present the components of our operating results as a percentage of net sales by segment for December 27, 2025 and December 28, 2024.

Year Ended December 27, 2025

Retail Packaging Construction All Other Corporate Total

Earnings from operations 4.7 % 5.5 % 6.0 % 6.4 % - 5.8 %

Note: Actual percentages are calculated and may not sum to total due to rounding.

Year Ended December 28, 2024

Retail Packaging Construction All Other Corporate Total

Earnings from operations 6.9 % 6.3 % 8.3 % 7.1 % - 7.4 %

Note: Actual percentages are calculated and may not sum to total due to rounding.

NET SALES

We design, manufacture and market wood and wood-alternative products, primarily used to enhance outdoor living environments sold to national home centers and other retailers; engineered wood components, structural lumber, and other products for factory-built and site-built residential and commercial construction; customized interior fixtures used in a variety of retail stores, commercial, and other structures; and structural wood packaging, components and packing materials for various industries. Our strategic long-term sales objectives include:

• Maximizing unit sales growth while achieving return on investment goals. The following table presents estimates, for the periods indicated, of our percentage change in net sales attributable to changes in overall selling prices versus changes in units shipped by segment.

  	in Sales	in Selling Prices	in Units	Acquisition Unit Change	Organic Unit Change
  Retail	(6.3)%	0.7 %	(7.0)%	- %	(7.0)%
  Packaging	(2.0)%	(2.0)%	- %	1.0 %	(1.0)%
  Construction	(5.2)%	(5.2)%	- %	- %	- %
  All Other	(8.9)%	1.1 %	(10.0)%	- %	(10.0)%
  Corporate	35.2 %	0.2 %	35.0 %	- %	35.0 %
  Total Sales	(5.0)%	(2.0)%	(3.0)%	- %	(3.0)%

  % Change 2025 versus 2024

• Expanding geographically in our core businesses, domestically and internationally.

• Increasing our sales of "value-added" products and enhancing our product offering with new or improved products. Value-added products generally consist of fencing, decking, lattice, and other specialty products sold in the Retail segment; structural and protective packaging and machine-built pallets sold in the Packaging segment; engineered wood components, customized interior fixtures, manufactured and assembled concrete forms sold in the Construction segment; and "wood alternative" products. Engineered wood components include roof trusses, wall panels, and floor systems. Wood alternative products consist of products manufactured with wood and non-wood composites, metals and plastics sold in each of our segments. Although we consider the treatment of dimensional lumber and panels with certain chemical preservatives a value-added process, treated lumber is not presently included in the value-added sales totals. Remanufactured lumber and panels that are components of finished goods are also generally categorized as "commodity-based" products. We estimate that approximately 80% of our sales consist of products we manufacture at our locations, while 20% of our sales consist of products manufactured by suppliers that we inventory and distribute to customers.

  The following table presents, for the periods indicated, our percentage of value-added and commodity-based sales to total sales by our segments.

  Year Ended December 27, 2025 Year Ended December 28, 2024

  	Value-Added	Commodity-Based	Value-Added	Commodity-Based
  Retail	51.8 %	48.2 %	52.8 %	47.2 %
  Packaging	75.4 %	24.6 %	75.5 %	24.5 %
  Construction	81.0 %	19.0 %	80.5 %	19.5 %
  All Other	76.1 %	23.9 %	76.6 %	23.4 %
  Corporate	80.5 %	19.5 %	61.6 %	38.4 %
  Total Sales	68.0 %	32.0 %	68.1 %	31.9 %

  Note: Certain prior year product reclassifications and the change in designation of certain products as "value-added" resulted in a change in prior year's sales.

  Our overall unit sales of value-added products decreased approximately 1% in 2025 compared to 2024. Our overall unit sales of commodity-based products decreased approximately 3% compared to 2024.

• Developing new products. We define new products as those that will generate sales of at least $1 million per year within 4 years of launch and are still growing and gaining market penetration and meet our internal definition of value-added products. New product sales in 2025 increased 6% compared to the prior year, primarily due to an increase in unit sales in our Deckorators business unit. Approximately $76.2 million of new product sales for 2024, while still sold, were sunset in 2025 and excluded from the table below because they no longer meet the definition above. Our goal was to achieve annual new product sales of at least $550 million in 2025. Our short-term goal is to achieve annual new product sales of at least $560 million for 2026. On a long-term basis, our goal is for new product sales to comprise at least 10% of our total net sales.

The table below presents new product sales in thousands:

New Product Sales by Segment

Year Ended

Note: Certain prior year product reclassifications and the change in designation of certain products as "new" resulted in a change in prior year's sales.

Retail Segment:

Net sales from the Retail segment decreased 6% in 2025 compared to 2024 due to a 1% increase in selling prices and a 7% decrease in units. Unit changes within this segment consisted of decreases of 27% in UFP Edge, as we complete the closure of our Bonner, Montana plants and transition production to other facilities, and 6% in ProWood; while Deckorators unit sales were flat. Additionally, our unit sales to big box customers, which we believe are more closely correlated with repair and remodel activity, decreased approximately 7%, while unit sales to independent retailers, which we believe are more closely correlated to new housing starts, decreased approximately 9%. The decline in ProWood volume is primarily due to higher interest rates and weaker consumer sentiment resulting in a softening of demand to complete repair and remodel projects.

Within our Deckorators business unit, our sales of wood-plastic composite decking and Surestone™ mineral-based-composite decking increased 20%. Of the 20% increase in net sales for our Deckorators business unit, wood-plastic composite decking and mineral based-composite decking (sold under our new Surestone™ tradename) increased 5% and 36% from the prior year, respectively. The increases were offset by railings, which declined 23% from the prior year. The decline in our railing sales is due to lost market share with a big box customer which began impacting sales at the beginning of the year. However, we gained market share with another big box customer which began to more favorably impact the sales of our mineral-based composite decking products beginning in July with most of the growth from these market share gains expected to be realized in 2026. Our long-term goal is to double our market share of composite decking and railing over the next 5 years.