UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM SD

Specialized Disclosure Report

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UFP INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

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Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

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[X] Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2021.

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SECTION 1 – Conflict Minerals Disclosure

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Item 1.01Conflict Minerals Disclosure and Report.

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UFP Industries, Inc. has included the Conflict Minerals Report as an exhibit to its Form SD for the period from January 1, 2021 to December 31, 2021. Unless the context otherwise indicates, “UFP Industries,” “we,” “us” and “our” refer to UFP Industries, Inc. and its consolidated subsidiaries.

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During 2021, certain of our operations manufactured, or contracted to manufacture, products for which 3TGs, as defined below, are necessary to their functionality or production (the “Covered Products”). Conflict minerals are defined in Section 13(p) of the Securities Exchange Act of 1934, as amended, as (A) gold, cassiterite, columbite-tantalite (coltan), wolframite, and their derivatives, which are limited to tin, tantalum and tungsten (collectively referred to as “3TGs”), or (B) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Democratic Republic of Congo (“DRC”) or any adjoining country that shares an internationally recognized border with the DRC. Accordingly, we have conducted a reasonable country of origin inquiry (“RCOI”) that was designed to determine whether any of the 3TGs in our Covered Products originated in the Democratic Republic of the Congo or an adjoining country (Angola, Burundi, the Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda or Zambia), or were from recycled or scrap sources.

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A summary of our RCOI and steps of due diligence on the source and chain of custody of any 3TGs in our Covered Products is included in our Conflict Minerals Report, which is filed as Exhibit 1.01 to this Form SD. In addition to this, our Conflict Minerals Report and Form SD are publicly available on the Investor Relations section of our company website at: http://www.ufpinvestor.com/index.php/corporate-governance/highlights.

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Forward-Looking Statements

This Form SD and the Conflict Minerals Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended, that are based upon beliefs, assumptions, current expectations, estimates, and intentions, as well as those that are based on historical fact, and include statements relating to our compliance efforts and expected actions.  The words “expects,” “intends,” “plans,” “believes,” “anticipates”, “likely”, “should”, variations of such words, and similar expressions are used to identify these forward-looking statements. These statements do not guarantee future actions or performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regards 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 risk and uncertainty.  Undue reliance should not be placed on these forward-looking statements.

Item 1.02Exhibit.

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We have filed our Conflict Minerals Report as Exhibit 1.01 to this Form SD.

Item 2.01 Exhibits.

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Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01. and 1.02 of Form SD.

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EXHIBIT INDEX

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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EXHIBIT 1.01

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UFP Industries, Inc.

Conflict Minerals Report

For the Year Ended December 31, 2021

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Introduction

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This Conflict Minerals Report (the “Report”) has been prepared by UFP Industries, Inc. for the period from January 1, 2021 to December 31, 2021 (the “Reporting Period”). Unless the context otherwise indicates, “UFP Industries,” “we,” “us,” the “Company” and “our” mean UFP Industries, Inc. and its consolidated subsidiaries.

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This Report is presented to comply with Rule 13p-1 promulgated under Section 13(p) of the Securities Exchange Act of 1934, as amended (the “Rule”). This Rule imposes certain reporting obligations on public companies that manufacture or contract to manufacture products containing conflict minerals that are necessary to the functionality or production of their products. Form SD defines “conflict minerals” as gold, cassiterite, columbite-tantalite, wolframite and their derivatives, which are currently limited to tin, tantalum and tungsten. We identified tin, tantalum, tungsten and gold (collectively, the “3TGs”) that are necessary to the functionality or production of certain products that we manufactured or contracted to manufacture during the Reporting Period.

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As described in this Report, we have reason to believe that some of the 3TGs present in our supply chain may have originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (collectively, the “Covered Countries”). Therefore, we performed a reasonable country of origin inquiry (“RCOI”) to determine whether any of the 3TGs in our products originated from the Covered Countries and were not from recycled or scrap sources.  Based on the RCOI, we determined that we may have some suppliers that sourced 3TGs from the Covered Countries and proceeded to conduct due diligence on our supplier base. The results of our RCOI and due diligence are covered below.

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Company Overview

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Our business

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We design, manufacture and market: wood, wood-alternative, and outdoor living products for national home centers and other retailers, structural lumber and other products for the manufactured housing industry, engineered wood components for residential and commercial construction, specialty wood packaging, components and packing materials for various industries, and customized interior fixtures used in a variety of retail stores, commercial and other structures.  

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For additional information, please see Item 1 (captioned “Business”) in our Form 10-K for our fiscal year ending December 25, 2021 filed on February 23, 2022.

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Our products

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We conducted an analysis of our products to determine which of our products were likely to contain 3TG. We have identified 3TG in certain of our products within our segments that are necessary to the functionality or production of products that we manufactured or contracted to manufacture during the Reporting Period. Our range of products that may contain 3TGs include the following components: non-lumber items sold to retailers (e.g. solar powered post caps) and interior fixtures (e.g. shelving, display cases, and lighting).

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Description of RCOI

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We began our scoping process by extracting a list of our suppliers that provide us with products that may contain one or more of the 3TGs. Once the filtering was completed, we populated the list with contact information and provided the list to our third-party service provider. This supplier list was then uploaded to our third-party service provider’s software platform that allows us to store and manage supplier requests and documentation.

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From there, we defined our scoping process even further by removing service providers, indirect materials suppliers, and suppliers who are inactive. This ensures that all suppliers surveyed provided items to UFP Industries that were used in final products in the year 2021.

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Our third-party service provider then conducted the supplier survey portion of the RCOI utilizing the Conflict Minerals Reporting Template (the “CMRT”), version 6.01 or higher, developed by the Responsible Minerals Initiative (“RMI”), and the suppliers identified through the procedures above were surveyed on their sourcing of the 3TGs that we identified in our products. The CMRT was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. It includes questions regarding a direct supplier’s conflict minerals policy, its due diligence process, and information about its supply chain such as the names and locations of smelters and refiners as well as the origin of 3TGs used by those facilities.

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During the supplier survey, suppliers were contacted and asked to complete the CMRT. All communications were tracked and monitored in the software platform. Non-responsive suppliers were contacted a minimum of three times and then were contacted an additional two times in an escalation format. To ensure that our suppliers understand our expectations regarding the sourcing of 3TGs, we and our third-party service provider have provided training to suppliers though webinars, videos, documentation, and one-on-one discussions.

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The RCOI also included automated data validation on all submitted CMRTs. The goal of data validation is to increase the accuracy of submissions and identify any contradictory answers in the CMRT. All submitted forms are accepted and classified as valid or invalid so that data is still retained. All suppliers who submitted CMRTs that were flagged as “invalid” were contacted to address items such as incomplete data, missing smelter information, or inconsistent answers. All of these communications were monitored and tracked in our service provider’s system for future reporting and transparency. As of May 3, 2021, there was one invalid submission that was not corrected by the applicable supplier.

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Based on the RCOI, we determined that we may have some suppliers that sourced 3TGs from the Covered Countries; therefore, we proceeded to conduct further due diligence on our supplier base.

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Due Diligence

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Design of due diligence

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We have designed our due diligence procedures to conform, in all material respects, with the due diligence framework presented by the Organisation for Economic Co-operation and Development (“OECD”) in the publication OECD (2013) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition, OECD Publishing and the related Supplements for gold and for tin, tantalum and tungsten (collectively, the “Guidance”).

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Our conflict minerals due diligence process includes the five steps as set forth in the Guidance: 1) establishing strong company management systems, 2) identifying and assessing risks in our supply chain, 3) designing and implementing a strategy to respond to identified risks, 4) utilizing independent third-party audits, and 5) publicly reporting on our supply chain due diligence. A summary of the due diligence measures undertaken by us is outlined below.

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Due diligence performed

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Establish Strong Company Management Systems

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Internal team

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We have organized a Conflict Minerals Committee comprised of individuals in the legal department, including a senior attorney.  As needed, other management personnel from multiple departments participate and/or assist the Conflict Minerals Committee.  The Conflict Minerals Committee leads our conflict minerals compliance effort and is responsible for implementing our conflict minerals compliance strategy and overseeing the program.

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We have also taken on other management systems that include the use of a third-party vendor. Through our vendor’s tool we are able to collect and store supplier data and CMRTs, communicate with suppliers, and monitor risks in our supply chain. The use of these tools has allowed us to assist our suppliers in understanding our expectations and requirements and increase the rate of responses we have received from our suppliers to our survey requests.

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Control systems

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Controls include, but are not limited to, our Code of Business Conduct and Ethics, our Conflict Minerals Policy, regular monitoring of changes in applicable laws, regulations, and guidance, whistleblower mechanisms, regular training of key employee groups, and on-site visits and audits of our suppliers.  Our Conflict Minerals Policy related to our sourcing of 3TGs is posted on our website at http://www.ufpinvestor.com/index.php/corporate-governance/highlights within the “Investor Relations” section under “Corporate Governance”.

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Supplier engagement

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With respect to the OECD requirement to strengthen engagement with suppliers, we have utilized the CMRT version 6.01 or higher and a third-party vendor’s software reporting tool for collecting Conflict Minerals declarations from our supply base. The use of these tools has allowed us to assist our suppliers in understanding our expectations and requirements and increase the rate of responses we have received from our suppliers to our survey requests.

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We have also communicated with suppliers potentially affected by our compliance efforts as identified through our RCOI process our expectation that they assist us in complying with our efforts related to our conflict minerals program. This includes obtaining information to support chain of custody of the 3TG identified in our products.  We have provided suppliers access to our Conflict Minerals Policy through the website above or upon request.

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Grievance mechanism

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We maintain several methods in which employees or third parties may notify us of potential issues with our conflict minerals program, including an anonymous employee hotline, email resources both internally and on our website, direct phone numbers, and our open door policy.

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Maintain records

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We maintain company-wide document retention policies. These policies extend to the documentation accumulated in performing our 3TG due diligence procedures and requires that documentation will be retained for a period of five (5) years.

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Identify and Assess Risks in the Supply Chain

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It is important to note that UFP Industries has relied on supplier responses to provide us with the information about the source of 3TGs contained in the parts and components they supply to us. Similarly, our direct suppliers also rely on information provided by their suppliers. This chain of information creates a level of uncertainty and risk related to the accuracy of the information. We will continue to monitor, adapt, and modify our due diligence practices.

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UFP Industries, through its third-party vendor, reviews all responses against set criteria that have been developed to determine whether further communication is needed. These criteria include: non-responsiveness, incomplete responses, company-level CMRT, and overall inconsistencies.

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Additionally, many companies continue to report “unknown” or having information from less than 75% of their suppliers, and therefore, they could not provide a comprehensive list of all smelters or refiners in their supply chains.

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Risks were further identified by assessing the due diligence practices and the status of the smelters and refiners identified in the CMRTs provided to UFP Industries.  Our third-party vendor compared the facilities listed in the responses to the list of smelters and refiners maintained by RMI to ensure that the facilities met the recognized definition of a 3TG processing facility that was operational during 2021.  Our vendor also determined if the smelter or refiner had been audited against a standard in conformance with the OECD Guidance, such as RMI’s Responsible Minerals Assurance Process.  Smelters or refiners that completed RMI’s Responsible Minerals Assurance Process are considered to be DRC-conflict free.  In cases where the smelter’s or refiner’s due diligence practices have not been audited against RMI’s Responsible Minerals Assurance Process, follow-ups are made to these suppliers.  Smelters are then assessed for the potential for sourcing risk.

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Each facility that meets the definition of a smelter or refiner of a 3TG mineral is assessed according to red-flag indicators defined in the OECD Guidance.  Several factors are used to determine the level of risk, including:

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Risk mitigation activities are initiated by our third-party vendor whenever a supplier’s CMRT reported facilities of concern.  Our vendor provides feedback to such suppliers instructing that supplier to take their own independent risk mitigation actions.  Examples include the submission of a product-specific CMRT to better identify the connection to products that they supply to us.  Additional escalation may have been necessary to address any continued sourcing from these smelters of concern.

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As per the OECD Guidance, risk mitigation will also depend on the supplier’s specific context.  If necessary, suppliers are given clear performance objectives within reasonable timeframes with the ultimate goal of progressive elimination of these risks from the supply chain.  

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In addition, suppliers are guided to the Assent University learning platform to engage in educational materials on mitigating the risk of smelters or refiners on the supply chain.

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Finally, suppliers are evaluated on program strength, which assists in making key risk mitigation decisions as the program progresses.  The criteria used to evaluate the strength of the program are based on certain questions in the CMRT related to the supplier’s conflict mineral practices and policies, including:

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A. Do you have a policy in place that includes DRC conflict-free sourcing?

E. Have you implemented due diligence measures for conflict-free sourcing?

G. Does your review process include corrective active management?

H. Do you verify due diligence information received from your suppliers?

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Design and Implement a Strategy to Respond to Identified Risks

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UFP Industries has established a Conflict Minerals Policy that outlines our expectations for suppliers. If these expectations are not met, the business relationship with that supplier will be evaluated. For example, if we find that we source 3TGs that directly or indirectly finance or benefit armed groups in the Covered Countries, UFP Industries will assess the supplier relationship and encourage that supplier to establish an alternative source of the minerals that does not support such conflict. If an alternative source cannot be found or the supplier chooses not to respond to this risk, we will assess whether or not that supplier can be replaced.

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Carry Out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain

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We do not have a direct relationship with smelters and refiners of Conflict Minerals and, therefore, do not perform or direct audits of these entities.  In connection with our due diligence, we utilized information made available by RMI concerning independent third-party audits of smelters and refiners.

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Report on Supply Chain Due Diligence

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This Report, which constitutes our annual report on our due diligence efforts, is available on our website at http://www.ufpinvestor.com/index.php/corporate-governance/highlights within the “Investor Relations” section under “Corporate Governance” and is filed with the SEC.

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Results of Due Diligence

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Survey Results

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As of May 3, 2022, we received 24 valid CMRTs from 52 of our surveyed suppliers for the 2021 year.

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Of the suppliers surveyed, many completed their CMRTs at the company, business unit or entity level. Due to the scope of these CMRTs, we are unable to conclude which of the 3TGs (if any) have actually been included in parts or products that they supplied to us, nor are we able to determine from which of the processing facilities they listed the 3TGs originated.  

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Smelters and Refiners

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Many of the responses provided by a supplier via the CMRT included the names of facilities listed by the suppliers as smelters or refiners (“SORs”). The CMRTs submitted by suppliers that do not list at least one smelter for each 3TG claimed on the CMRT are considered invalid, and our third-party service provider follows up on these, urging suppliers to resubmit the form and include smelter information. Even with that further request, there are still suppliers that are unable to provide SORs used for the materials supplied to us.

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For all responses that indicated a SOR, our third-party service provider compared the facilities listed to the list of SORs maintained by the Responsible Minerals Initiative (“RMI”). If a supplier indicated that the facility was certified as “Conflict-Free,” our vendor confirmed that the name was listed by RMI as a certified smelter. As May 3, 2022, we have verified 232 smelters or refiners, and our third-party service provider is working to validate the additional smelter/refiner entries from the submitted CMRTs. Appendix A lists the smelters and refiners that the suppliers we surveyed reported as being in their supply chains. We have not listed in Appendix A any smelters or refiners that we have not been able to validate. Appendix A also includes an aggregated list of the countries of origin from which the reported facilities collectively source conflict minerals, based on information provided by suppliers and RMI.

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As our suppliers are largely unable to provide us with the information necessary to determine country of origin at the product level, we are unable to provide additional SOR names and country of origin of the necessary 3TGs in this Report at this time.

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Future Steps to be Taken

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We are committed to complying with the provisions of the Rule and Form SD and expect to continue our efforts to improve our conflict minerals program and related due diligence. As we further develop our program and procedures, we intend to take the following steps to mitigate the risk that any of the 3TGs contained in our products could benefit armed groups in the Covered Countries. These may include, but are not limited to the following:

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Appendix A:

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The table below lists, as of May 3, 2022, the smelters or refiners identified by our responsive suppliers that may have been used to process the conflict minerals necessary to the functionality or production of our products during 2021. As described above, this list may contain more facilities than are actually linked to the Company’s products. In addition, this list may not include all applicable facilities as not all of our suppliers were able to provide SOR information at this time.

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Country of Origin:

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This list of potential countries of origin is populated based on information provided through the CMRT data collection process, direct smelter outreach by our service provider, and RMI’s responsible minerals assurance process. It is important to note that this list is based, in part, on company-level responses, and therefore, it is not certain which of these countries of origin can be linked to our products.  In addition, it is likely that more countries are listed below than are directly linked to our products.

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