08/04/2026 | Press release | Distributed by Public on 08/04/2026 14:15
| As filed with the Securities and Exchange Commission on August 4, 2026. | File No. 333-________ |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BlueLinx Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 77-0627356 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
| 1950 Spectrum Circle, Suite 300 |
| Marietta, GA 30067 |
| (Address, Including Zip Code, of Registrant's Principal Executive Offices) |
BLUELINX HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
| Christin C. Lumpkin | Copies to: |
| General Counsel and Corporate Secretary | Justin B. Heineman |
| BlueLinx Holdings Inc. | Kilpatrick Townsend & Stockton LLP |
| 1950 Spectrum Circle, Suite 300 | 1100 Peachtree Street, N.E., Suite 2800 |
| Marietta, Georgia 30067 | Atlanta, Georgia 30309 |
| (770) 953-7000 | (404) 815-6500 |
| (Name, Address, and Telephone Number, | |
| Including Area Code, of Agent for Service) |
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 | x | 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 any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this "Registration Statement") is filed by BlueLinx Holdings Inc., a Delaware corporation (the "Registrant"), with the Securities and Exchange Commission (the "SEC") pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), to register an additional 750,000 shares of the Registrant's common stock, par value $0.01 per share ("Common Stock"), under the Registrant's 2021 Long-Term Incentive Plan (the "2021 Plan") that became reserved and available for issuance following approval by the Registrant's stockholders of the First Amendment to the 2021 Plan on May 14, 2026.
The Registrant previously filed a Registration Statement on Form S-8 (File No. 333-256642) on May 28, 2021, with respect to the shares of Common Stock previously reserved for issuance under the 2021 Plan (the "Prior Registration Statement"). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. In accordance with such instruction, the contents of the Prior Registration Statement relating to the Plan are incorporated by reference in this Registration Statement, to the extent not replaced hereby.
| ITEM 8. | EXHIBITS. |
The following exhibits are filed with this Registration Statement:
1
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marietta, State of Georgia, on this 3rd day of August, 2026.
| BlueLinx Holdings Inc. | ||
| By: | /s/ Shyam K. Reddy | |
| Shyam K. Reddy | ||
| President and Chief Executive Officer | ||
We, the undersigned directors and officers of BlueLinx Holdings Inc. hereby severally constitute and appoint Shyam K. Reddy, C. Kelly Wall, and Christin C. Lumpkin, or any of them, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said attorney and agent may deem necessary or advisable to enable BlueLinx Holdings Inc. to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto and other documents in connection herewith, including any related registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, with the Securities and Exchange Commission; and we hereby approve, ratify and confirm all that said attorney and agent shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Date | ||
| /s/ Shyam K. Reddy | August 3, 2026 | |
| Shyam K. Reddy | ||
| President, Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| /s/ C. Kelly Wall | August 3, 2026 | |
| C. Kelly Wall | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
| (Principal Financial Officer) | ||
| /s/ Kimberly DeBrock | August 3, 2026 | |
| Kimberly DeBrock, Vice President and Chief Accounting Officer | ||
| (Principal Accounting Officer) | ||
| /s/ Kim S. Fennebresque | August 3, 2026 | |
| Kim S. Fennebresque, Chairman | ||
| /s/ Anuj Dhanda | August 3, 2026 | |
| Anuj Dhanda, Director | ||
| /s/ Christina M. Corley | August 3, 2026 | |
| Christina M. Corley, Director | ||
| /s/ Keith A. Haas | August 3, 2026 | |
| Keith A. Haas, Director | ||
| /s/ Mitchell B. Lewis | August 3, 2026 | |
| Mitchell B. Lewis, Director | ||
| /s/ J. David Smith | August 3, 2026 | |
| J. David Smith, Director | ||
| /s/ Carol B. Yancey | August 3, 2026 | |
| Carol B. Yancey, Director | ||
| /s/ Marietta Edmunds Zakas | August 3, 2026 | |
| Marietta Edmunds Zakas, Director |
S-1