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UFP INDUSTRIES, INC._December 28, 2024
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 28, 2024.

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

UFP INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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Michigan

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38-1465835

(State or other jurisdiction of incorporation or organization)

​

(I.R.S. Employer Identification No.)

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2801 East Beltline, N.E., Grand Rapids, Michigan

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49525

(Address of principal executive offices)

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(Zip Code)

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

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

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Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, $1 par value

UFPI

The NASDAQ Global Select Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ☒            No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes ☐            No ☒

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.

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​

​

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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 29, 2024 (which was the last trading day of the registrant’s second quarter in the fiscal year ended December 28, 2024) was $6,374,807,220 computed at the closing price of $111.42 on that date.

As of February 1, 2025, 60,662,743 shares of the registrant’s common stock, $1 par value, were outstanding.

Certain portions of the registrant’s Proxy Statement for its 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.

Exhibit Index located on page E-74.

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ANNUAL REPORT ON FORM 10-K

DECEMBER 28, 2024

TABLE OF CONTENTS

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PART I

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​

​

Item 1.

Business.

2

Item 1A.

Risk Factors.

8

Item 1B.

Unresolved Staff Comments.

10

Item 1C.

Cybersecurity.

10

Item 2.

Properties.

12

Item 3.

Legal Proceedings.

14

Item 4.

Mine Safety Disclosures.

15

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​

​

Additional item: Executive Officers of the Registrant.

15

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​

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PART II

​

​

​

Item 5.

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

16

Item 6.

[Reserved]

17

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

17

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

36

Item 8.

Financial Statements and Supplementary Data.

37

Item 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

69

Item 9A.

Controls and Procedures.

70

Item 9B.

Other Information.

70

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

70

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PART III

​

​

​

Item 10.

Directors, Executive Officers and Corporate Governance.

70

Item 11.

Executive Compensation.

72

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

72

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

72

Item 14.

Principal Accountant Fees and Services.

72

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PART IV

​

​

​

Item 15.

Exhibits and Financial Statement Schedules.

73

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​

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Exhibit Index.

74

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1

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, United Arab Emirates and Australia that design, manufacture and supply products made from wood, wood and non-wood composites, and other materials to three markets: retail, packaging, and construction. We are headquartered in Grand Rapids, Michigan.

Information relating to current developments in our business is incorporated by reference from our Annual Report to Shareholders for the fiscal year ended December 28, 2024 ("2024 Annual Report") under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operations." Selected portions of the 2024 Annual Report are presented under Item 8 herein with this Form 10-K Report.

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 in deciding how to allocate resources and in assessing performance.

Our business segments consist of UFP Retail Solutions, UFP Packaging and UFP Construction and align with the end markets we serve. Among other things, this structure allows for a specialized and consistent sales approach among Company operations, 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 Mexico, Canada, Spain, India, United Arab Emirates and Australia operations, and sales and buying offices in other parts of the world. Our International segment and Ardellis, our insurance captive, are referred to as “All Other” throughout this report.

The Corporate segment includes purchasing, transportation, corporate ventures, and administrative functions that serve our operating segments. Operating results of Corporate primarily consist of net sales to external customers initiated by UFP Purchasing and UFP Transportation and over (under) allocated costs. The operating results of UFP Real Estate, Inc., which owns and leases real estate, and UFP Transportation Ltd., which owns, leases and operates transportation equipment, are also included in the Corporate column. 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.

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The growth in our business, and in the size and number of our customers, generated an increased need for a deeper understanding of the markets we serve, as well as the need to offer more complete solutions, services, and products for existing and prospective customers. That need, combined with our growth objectives, required a structure that would reorient the Company’s focus from geography to end markets. Our 2020 restructuring accomplished that objective and now allows us to better serve our customers, recognize and exploit market opportunities, enhance the efficiency of our operations, and improve the deployment of capital. At the same time, 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, the restructuring allows us to better evaluate market conditions and opportunities, while effectively allocating capital and resources to the appropriate segments and business units. Also, 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.

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 wholesale 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 facia 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 facia. The products also include interior pattern and trim products, as well as pre-painted and primed shiplap and project boards. UFP-Edge is sold to home improvement retailers and two-step distributors.

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 market.

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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 2024, 17% and 12%, respectively, in 2023, and 15% and 11%, respectively, in 2022.

See Note M "Segment Reporting" to our consolidated financial statements for the fiscal year ended December 28, 2024 in item 8 for our disaggregated net sales by business unit for our Retail Solutions segment.

Packaging segment. Formerly known as our Industrial segment, it is comprised of the following business units: Structural Packaging, PalletOne, and Protective Packaging Solutions.

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 serve a wide variety of regional, national, and global customers in several end markets such as building materials, durable goods, agricultural, moving and storage, heavy equipment and automotive. 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. In 2022 we acquired a 50% equity stake in Dempsey Wood Products, LLC, 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 five 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 28, 2024 in item 8 for our disaggregated net sales by business unit for our Packaging segment.

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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 customers in this market are 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 recently launched 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 65% of the unit's business is for single-family homes while 35% 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, including large parking garages, stadiums, commercial structures, and infrastructure projects such as bridges. 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.

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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 28, 2024 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 2024, we estimate we purchased approximately 6.5% of the 54 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 2024 our annual purchases of lumber totaled approximately $2.0 billion and consisted of the following species and their respective percent of total lumber purchases: southern yellow pine (68%), spruce-pine-fir (13%), and douglas fir (2%), while the remaining 17% of lumber purchases comprise various other species and imports outside of North America. Additionally, we purchased approximately $608.9 million in plywood in 2024. 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 28, 2024 and December 30, 2023, we estimate that backlog orders associated with our customized interior fixture businesses approximated $41.9 million and $59.2 million, respectively.

On December 28, 2024 and December 30, 2023, we estimate that backlog orders associated with our site-built construction businesses approximated $74.4 million and $79.7 million, respectively. 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. Information required for environmental disclosures is incorporated by reference from Note L of the Consolidated Financial Statements presented under Item 8 herein.

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Seasonality. Information required for seasonality disclosures is incorporated by reference from 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 28, 2024, we had approximately 15,000 employees. For 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 October 2024, we published on our website our fiscal year 2023 “Governance Report,” detailing our responsible practices as well as our future outlook. We anticipate publishing on our website our fiscal year 2024 Governance Report during 2025.

Our manufacturing operations have a long history of environmental stewardship through efficiency and energy savings, waste management, and responsible product sourcing. We quantified our 2023 Scope 1 and Scope 2 greenhouse gas (GHG) emissions in our fiscal year 2023 Governance Report and plan to disclose our 2024 Scope 1 and Scope 2 GHG emissions in 2025.

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 www.ufpi.com. Through our Internet website under "Financial Information" 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 "Our Company - Governance" is our Code of Ethics for Senior Financial Officers.

Reports to Security Holders.

Not applicable.

Enforceability of Civil Liabilities Against Foreign Persons.

Not applicable.

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Item 1A. Risk Factors.

Pressures from various global and national macroeconomic events, including heightened inflation, uncertainty regarding future interest rates, foreign currency exchange rate fluctuations, recent adverse weather conditions, geo-political events, and potential governmental responses to these events have created, and continue to create, significant economic uncertainty and could materially and adversely impact our financial performance. The extent to which these macroeconomic pressures may impact our business, results of operations, costs and financial condition will depend on future developments, which continue to be highly uncertain and difficult to predict. While we have planned for and anticipate continued softening of demand within our markets into 2025, any one or more of the above macroeconomic factors could result in a more severe and longer downturn and/or increased costs, which would have an adverse and potentially material impact on our business and financial performance.

We may be impacted by new tariffs and duties on U.S. imports and foreign export sales and changes in import/export regulations. Instability of established free trade agreements, the potential imposition of new or increased tariffs on U.S. imports or exports, and potential changes to import/export regulations may lead to raw material and finished goods price volatility as well as instability and uncertainty in our supply chain. The new Trump administration has indicated its intent to evaluate key aspects of U.S. trade policy, and there has been ongoing commentary regarding potential significant changes to U.S. trade policies, treaties, and tariffs. These changes could both be material and implemented in a relatively short timeframe, which makes planning and risk mitigation difficult.

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An increase in foreign tariffs on U.S. goods could curtail our export sales to other countries, which were approximately $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 $390.9 million in 2024, including UFP’s U.S. import of Canadian Softwood Lumber of approximately $211.8 million, 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.

We may be impacted by a significant change in the value of the U.S. dollar and our results of operations may be harmed by currency fluctuations and inflation. We purchase a variety of raw materials and finished goods from sources around the world and export certain products. The impact of a change in U.S. dollar exchange rates, and inflation, would impact our import purchases and export sales, which totaled $390.9 million and $258.9 million respectively, in 2024. In addition, many of our packaging customers export their products; consequently, any adverse impact on those customers from currency fluctuations and inflation may have an adverse impact on our sales to those customers.

Our growth may be limited by the customer demand in the markets we serve, including our construction market which is highly cyclical. Our sales growth is dependent, in part, upon the growth of the markets we serve. If our markets do not achieve anticipated growth, or if we fail to maintain our market share, financial results could be impaired.

We are subject to fluctuations in the price of lumber. We experience significant fluctuations in the cost of commodity lumber products from primary producers (the "Lumber Market"). A variety of factors over which we have no control, including government and environmental regulations, weather conditions, economic conditions, and natural disasters, impact the cost of lumber products and our selling prices. While we attempt to minimize our risk from severe price fluctuations, substantial, prolonged trends in lumber prices can affect our sales, cost of materials, and gross profits. Our products are generally priced to the customer based on a quoted, fixed selling price or "indexed" to the Lumber Market with a fixed dollar adder to cover conversion costs and profit. The impact on our profitability from changes in lumber prices is discussed in the “Historical Lumber Prices” and "Impact of the Lumber Market on Our Operating Results" captions of our Management’s Discussion and Analysis of Financial Condition and Results of Operations section under Item 7 of this Form 10-K. Our lumber costs, including plywood, as a percentage of net sales were 40.4% in 2024.

A significant portion of our sales are concentrated with two customers. Our sales to The Home Depot and Lowes comprised 17% and 11%, respectively, of our total net sales in fiscal 2024, 17% and 12%, respectively, in 2023, and 15% and 11%, respectively, in 2022.

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We may be impacted by vertical integration strategies. In certain markets and product lines, our customers or vendors could pursue vertical integration strategies that could have an adverse effect on our sales. We strive to add value and be a low-cost producer while maintaining competitive pricing in each of our markets to mitigate this risk.

We may be impacted by industry capacity of products we supply. From time to time, we may experience excess capacity among suppliers of certain products in some of the markets we serve. Our selling prices and profitability are impacted during periods of shortages or excess industry capacity relative to market demand. We may also experience limited capacity among suppliers of certain products as a result of supply chain challenges, which may impact our profitability and ability to meet sales objectives.

Our growth may be limited by our ability to make successful acquisitions. A key component of our growth strategy is to complete business combinations. Business combinations involve inherent risks, including assimilation and successfully managing growth. While we conduct extensive due diligence and have taken steps to ensure successful assimilation, factors beyond our control could influence the relative success of these acquisitions.

We may be adversely affected by the impact of environmental and safety regulations. We are subject to the requirements of federal, state, and local environmental and occupational health and safety laws and regulations. There can be no assurance that we are at all times in complete compliance with all of these requirements. We have made and will continue to make capital and other expenditures to comply with environmental regulations. If additional laws and regulations are enacted, which restrict our ability to manufacture and market our products, including our treated lumber products, it could adversely affect our sales and profits. Changes in the interpretation of existing laws could also adversely impact our financial results.

Seasonality and weather conditions, including those arising from climate change, could adversely affect us. Some aspects of our business are seasonal in nature and results of operations vary from quarter to quarter. In addition, the majority of our products sold to the Retail and Construction markets are used or installed in outdoor construction applications; therefore, short-term sales volume, productivity and gross profits can be negatively affected by adverse weather conditions, particularly in our first and fourth quarters. To the extent changes in the world’s climate have a greater impact on adverse weather conditions, we would expect more variability in our business operations and results. Climate change, which could result in more and more severe and adverse weather events, would likely create greater volatility in our financial results. In addition, it is possible that new legislation or regulation enacted to address the impact of climate change could increase costs for us and our suppliers, including costs associated with raw materials, energy, production, transportation, environmental monitoring and reporting, and capital expenditures.

Inbound and outbound transportation costs represent a significant part of our cost structure. An increase in fuel and other operating expenses will significantly increase our costs. While we attempt to pass these costs along to our customers, there can be no assurance that they would agree to these price increases. Our total inbound and outbound transportation costs were approximately 7.8%, 9.4%, and 7.4% of net sales in 2024, 2023, and 2022, respectively.

New alternatives may be developed to replace traditional treated wood products. The manufacturers of wood preservatives continue to develop new preservatives. While we believe treated products are reasonably priced relative to alternative products such as composites or vinyl, new alternatives may impact the sales of treated wood products. In addition, new preservatives could increase our cost of treating products in the future.

Cybersecurity breaches or other failures in our information technology systems could disrupt our business. We rely upon information technology systems and network products and the secure operation of these systems and products. Despite security measures, these systems and products may be vulnerable to physical damage, hackers, computer viruses, or breaches due to errors or malfeasance by employees, vendors, or customers. We have experienced such events in the past and, although past events were immaterial, future events may occur and may be material. Our failure to successfully identify and manage these risks and uncertainties could disrupt our operations and increase our costs, which could negatively impact our results of operations.

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Our financial results could be negatively impacted by costs associated with product liability, casualty, manufacturing and construction defects, and other claims. From time to time, we are exposed to claims relating to product liability, casualty events, manufacturing and construction defects, and similar claims, including as the result of the conduct of our employees and subcontractors. These claims could have a negative impact on our results of operation and financial condition, including through increased litigation costs, insurance-related costs, and damage to our reputation and customer relationships.

We may be adversely affected by the impact of pandemics and similar outbreaks. Disease outbreaks could have an adverse impact on the Company's operations and financial results. These outbreaks may adversely impact our business, consolidated results of operations and financial condition. Any such outbreak, as well as measures taken by governmental authorities and businesses to limit the spread of any outbreak, may result in adverse changes in customer demand and our sales, interfere with the ability of our employees and suppliers to perform and function in a manner consistent with targeted objectives and otherwise adversely impact the efficiency of our operations. This may cause us to materially curtail certain segments and could have a material adverse effect on the results of our operations and cash flow.

Adverse economic conditions and our customers’ ability to operate may impact their ability to pay. This may result in higher write-offs of receivables than we normally experience. We continue to monitor our customers’ business activities, payment patterns, and credit profiles carefully and make changes in our terms when necessary in response to this risk. As a result, our accounts receivable aging as of December 28, 2024 was approximately 90% current. Our bad debt expense as a percentage of sales was 0.05%, 0.03%, and 0.15%, in 2024, 2023, and 2022, respectively. During the most difficult collection period of the Great Recession, from 2008 through 2010, our bad debt expense as a percentage of sales averaged 0.25%.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

Cybersecurity Overview.

At UFP Industries, we recognize the importance of managing cybersecurity risks to protect our operations, data, and stakeholders. Our program is aligned with industry-recognized frameworks, including the NIST Cybersecurity Framework and CIS Top 18 Security Controls. We employ a structured approach to identify, assess, and manage potential threats, ensuring our defenses are proactive and multi-layered. Regular reviews and third-party assessments help us adapt to evolving risks, while our incident response plan and business continuity strategies are designed to minimize any operational impact from cybersecurity incidents.

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Risk Management and Strategy.

Risks from Cybersecurity Threats. Information relating to risks from cybersecurity threats is included in this report in Item 1A under the caption “Cybersecurity breaches or other failures in our information technology systems could disrupt our business.” Our cybersecurity risk management program is designed to evaluate material threats and vulnerabilities throughout the organization and their potential impact on our operations, data, and stakeholders. Our program is reviewed and updated regularly to address emerging risks, following the NIST Cybersecurity Framework, NIST Risk Management Framework, and CIS Top 18 Security Controls.

We manage cybersecurity risks through a three-step process:

1.Identify We assess our critical operational assets and those that may attract threat actors, identifying any cyber activities that could diminish asset value, hinder operational capabilities, or covertly grant access to threat actors.

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2.Assess We evaluate the exposure of our assets to identified cyber risks and determine the potential operational or reputational impact if access or utilization is compromised. This assessment includes determining the materiality of these risks based on their potential impact.
3.Manage We have implemented a multi-layered defense strategy designed to secure asset access and prevent unauthorized access. We prioritize our defenses based on cost-effectiveness and risk reduction potential, using administrative, procedural, and technical controls.

To improve our cybersecurity posture, we regularly engage third-party consultants for penetration testing, risk assessments, and control audits. We also monitor third-party service providers, particularly those with access to sensitive data, through contractual and oversight mechanisms designed to mitigate and monitor risks continuously.

We work proactively to prevent, detect, and minimize the impact of cybersecurity incidents through a structured incident response plan. This plan is tested and reviewed regularly with simulated incidents. We maintain business continuity, contingency, and recovery plans designed to maintain resilience during incidents. Lessons learned from past incidents are integrated into our governance, policies, and technology to strengthen our defenses.

As of this filing, we have not experienced any cybersecurity breach that has materially impacted our business or financial condition, nor have we identified any risks from cybersecurity threats that have materially impacted or are reasonably likely to materially impact us, including our business strategy, results of operations, or financial condition. However, we recognize that our operations involve the collection, transmission, and storage of sensitive data, which may expose us to cybersecurity threats, including unauthorized access and cyberattacks. We remain committed to identifying and managing these risks as part of our business strategy and operations.

Board of Directors and Management 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, the CIO brings expertise and strategic insight to cybersecurity, compliance, enterprise architecture, systems resilience, and digital transformation to UFP Industries.
●Director of Cybersecurity. With over 30 years of experience in the information technology space, including systems architecture, management, and cybersecurity risk management, the Director reports directly to the CIO and is responsible for day-to-day cybersecurity operations.

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.

11

Processes for Monitoring and Mitigating Cybersecurity Risks and Incidents.

We employ a structured approach to monitor and mitigate risks through:

●Regular network and system monitoring for potential threats.
●Regular vulnerability assessments and penetration testing.
●Implementation of technical controls such as firewalls, intrusion detection systems, and encryption.
●Employee training and awareness programs.
●Incident response plans designed for swift and effective mitigation.
●Software and vendor risk assessments.
●Vulnerability management solutions prioritizing patching based on risk.
●Privileged account management solutions for administrative access.

These measures aim to prevent, detect, and respond to cybersecurity incidents effectively. They are regularly reviewed and updated to adapt to evolving threats.

In the event of an incident, our Incident Response Plan, which takes into account the perceived materiality of the incident with an appropriate escalation matrix, guides our response. Incident reports are compiled, reviewed by management, and shared with the CIO, CFO, the Audit Committee, and other key leaders, as appropriate, for resource allocation and risk mitigation planning.

Item 2. Properties.

Our corporate headquarters building is located in suburban Grand Rapids, Michigan. We currently have approximately 215 facilities located throughout the United States, Mexico, Canada, Spain, India, United Arab Emirates and Australia. Depending upon function and location, these facilities typically utilize office, manufacturing, and indoor and outdoor storage space.

12

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

Bartow, FL

​

2

​

Mosheim, TN

​

1

Belchertown, MA

​

1

​

Moultrie, GA

​

1

Bennett, IA

​

1

​

Overland Park, KS

​

1

Bonner, MT

​

2

​

Ponce, PR

​

1

Brunswick, GA

​

1

​

Prairie du Chien, WI

​

1

Callao, VA

​

1

​

Rancho Cucamonga, CA*

​

1

Dodgeville, WI

​

1

​

Ranson, WV*

​

1

Durango, Mexico

​

1

​

Ringgold, GA

​

1

Elizabeth City, NC*

​

1

​

Rockledge, FL

​

1

Fairless Hills, PA

​

1

​

Rockwell, NC

​

1

Fort Worth, TX

​

1

​

Saginaw, TX*

​

1

Grand Rapids, MI

​

1

​

Schertz, TX*

​

1

Greeneville, TN

​

1

​

Selma, AL

​

2

Hamilton, OH

​

1

​

Silsbee, TX

​

1

Hampton, VA

​

1

​

Spartanburg, SC

​

1

Hazelhurst, GA

​

1

​

Stockertown, PA

​

1

Howell, MI

​

2

​

Tampa, FL

​

2

Idabel, OK

​

1

​

Thomaston, GA

​

1

Janesville, WI*

​

1

​

Tipton, IA

​

1

Kearneysville, WV*

​

2

​

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

​

54

​

​

​

​

​

​

​

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

Blanchester, OH

​

1

​

Muscle Shoals, AL

​

2

Blue Island, IL*

​

1

​

Nappanee, IN

​

1

Burnsville, MN

​

1

​

New Boston, TX

​

1

Butner, NC

​

1

​

New London, WI

​

2

Chandler, AZ*

​

1

​

Newnan, GA

​

2

Chase City, VA

​

1

​

Newton, NC

​

1

Clarksville, TX

​

1

​

Orangeburg, SC

​

1

Clearfield, UT*

​

1

​

Parker, PA

​

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

Forsyth, GA

​

1

​

Robertsdale, AL

​

1

Franklinton, NC*

​

1

​

Rowesville, SC

​

1

Gilmer, TX

​

1

​

Salina, KS*

​

1

Grand Rapids, MI

​

2

​

Salisbury, NC*

​

1

Grandview, TX

​

5

​

Sharon, TN

​

1

Harrisonville, MO*

​

1

​

Shawnee, OK

​

1

Hartford, WI

​

1

​

Shipshewana, IN

​

1

Hazelhurst, GA

​

1

​

Siler City, NC

​

1

Inwood, WV

​

1

​

Snohomish, WA*

​

1

Kansas City, MO

​

1

​

Stayton, OR*

​

1

Lawrenceburg, TN

​

1

​

Thornton, CA*

​

1

Livermore Falls, ME

​

1

​

Warrens, WI*

​

1

Magna, UT*

​

1

​

Wenatchee, WA

​

1

Martin, TN

​

1

​

Woodburn, OR*

​

1

McMinnville, OR*

​

1

​

Yakima, WA

​

1

​

​

​

​

TOTAL

​

72

​

​

​

​

​

​

​

13

CONSTRUCTION SEGMENT

Property Location

​

Number of Properties

​

Property Location

​

Number of Properties

Athena, OR

​

1

​

Jeffersonville, IN

​

1

Auburn, NY

​

1

​

Kyle, TX

​

1

Bangalore, India

​

1

​

Lafayette, CO

​

1

Belchertown, MA

​

1

​

Lenoir City, TN

​

1

Berlin, NJ

​

2

​

Liberty, NC

​

1

Berthoud, CO

​

1

​

Locust, NC

​

1

Bridgeton, MO

​

1

​

Londonderry, NH

​

1

Brooklyn Center, MN

​

1

​

Milton-Freewater, OR

​

1

Burlington, NC

​

2

​

Nampa, ID*

​

1

Cedar Hill, TX

​

1

​

Naugatuck, CT

​

1

Chesapeake, VA

​

1

​

New London, NC*

​

1

Chicago, IL

​

1

​

New Waverly, TX*

​

1

Chicopee, MA

​

1

​

New Windsor, MD

​

1

Clinton, NC

​

1

​

Ontario, CA

​

1

Conway, SC

​

1

​

Ooltewah, TN

​

1

Cordele, GA

​

1

​

Pearisburg, VA*

​

1

Dayton, OH

​

2

​

Plainville, MA

​

1

DuBois, PA

​

1

​

San Antonio, TX

​

1

Edwardsburg, MI*

​

1

​

Shippenville, PA

​

1

Elkhart, IN

​

2

​

Sidney, NY

​

1

Folkston, GA

​

2

​

Stafford, TX

​

1

Fredericksburg, VA

​

1

​

Stanfield, NC

​

2

Gordon, PA

​

1

​

Temple, TX

​

1

Granger, IN*

​

1

​

Tooele, UT

​

1

Haleyville, AL*

​

1

​

Washington, NC

​

1

Hillsboro, TX*

​

1

​

Westbury, NY

​

1

Hudson, NY

​

1

​

Wilton, NH

​

1

Jefferson, GA

​

1

​

Wujinang, China

​

1

​

​

​

​

TOTAL

​

62

​

​

​

​

​

​

​

ALL OTHER SEGMENT

Property Location

​

Number of Properties

​

Property Location

​

Number of Properties

Abu Dhabi, United Arab Emirates

​

1

​

Gladstone, Australia

​

1

Apaseo el Grande, Mexico

​

1

​

Guntur, India

​

1

Bangalore, India

​

2

​

Hyderabad, India

​

1

Carole Park, Australia

​

1

​

Lacolle, Canada

​

1

Castellón, Spain

​

2

​

Mordialloc, Australia

​

1

Chennai, India

​

1

​

Noida, India

​

1

Coimbatore, India

​

1

​

Nuevo Leon, Mexico

​

2

Deer Park, Australia

​

1

​

Port Melbourne, Australia

​

1

Durango, Mexico

​

1

​

Pune, India

​

1

Erskine Park, Australia

​

1

​

Vadodara, India

​

1

​

​

​

​

TOTAL

​

23

​

​

​

​

​

​

​

CORPORATE SEGMENT

​

​

​

​

Property Location

​

Number of Properties

​

​

​

​

Grand Rapids, MI

​

2

​

​

​

​

Matthews, NC

​

1

​

​

​

​

Spring Lake, MI

​

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 77 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 and are incorporated herein by reference.

14

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 2025.

​

​

​

​

​

​

Name

    

Age

    

Position

William D. Schwartz, Jr.

​

47

​

President and Chief Executive Officer

Matthew J. Missad

​

64

​

Executive Chairman of the Board

Michael R. Cole

​

58

​

Chief Financial Officer, Treasurer and President of Corporate Services

Patrick M. Benton

​

55

​

President of UFP Construction, LLC

Scott A. Worthington

​

54

​

President of UFP Packaging, LLC

Landon Tarvin

​

44

​

President of UFP Retail Solutions, LLC

R. Paul Guerre

​

60

​

Corporate Secretary and Director of Corporate Compliance

​

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 Tarvin joined us in 2002. In 2019, he was promoted to Vice President of Outdoor Essentials and in 2021, he was promoted to Vice Present 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. Before joining the Company, Mr. Guerre served as in-house counsel for Haworth, Inc., a leading global furniture manufacturer and designer.

​

​

15

PART II

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

(a)Our common stock trades on The Nasdaq Stock Market (“NASDAQ”) under the symbol UFPI.

As of January 28, 2025, there were approximately 2,723 record holders of our common stock.

Our dividend rates are reviewed and approved at each of our February, April, July, and October board meetings and payments are made in March, June, September, and December of each year. On February 13, 2025, our board approved a quarterly cash dividend of $0.35 per share, which represents a 6% increase from December 2024. This dividend will be payable on March 17, 2025, to shareholders of record on March 3, 2025. 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.

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 28, 2019, and reinvestment of dividends in all cases.

Graphic

16

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.

There were no sales of securities by the Company during fiscal 2024 that were not registered under the Securities Act of 1933.

(b)Not applicable.
(c)Issuer purchases of equity securities during the fourth quarter:

​

​

​

​

​

​

​

​

​

​

​

​

Fiscal Month

    

(1)

    

(2)

    

(3)

    

(4)

September 29 - November 2, 2024

 

—

​

$

—

 

—

 

$

200,000,000

November 3 - 30, 2024

 

—

​

​

—

 

—

 

​

200,000,000

December 1 - 28, 2024

 

9,322

​

​

111.81

 

9,322

 

​

198,957,691

(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.

On and effective as of July 24, 2024, our board authorized the repurchase of up to $200 million worth of shares of our common stock through the period ending July 31, 2025, 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, United Arab Emirates 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.

17

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.

OVERVIEW

We are pleased to present this overview of 2024. Our results for 2024 were impacted by the following:

●Our net sales decreased 8% compared to 2023, which was comprised of a 7% decrease in selling prices and a 1% decrease in unit sales. The overall decrease in our selling prices is primarily due to lower lumber prices and a more competitive pricing environment in certain of our business units. The overall unit decline consists of a 7% decrease in our retail segment and a 3% decrease in our packaging segment, partially offset by a 5% increase in our construction segment.
●Our gross profits decreased by $192.2 million, or 13.5%, compared to last year, exceeding our 1% decline in unit sales. By segment, gross profits decreased by $85 million in Construction and $114 million in Packaging, while Retail was flat. The overall decrease in our gross profits is primarily due to the decline in unit sales and unfavorable cost variances resulting from fixed manufacturing costs, and more competitive pricing in certain business units.
●Our operating profits decreased $154 million, or 24%, compared to last year. The overall decrease is a result of the decline in gross profits mentioned above offset by a $32 million decrease in selling, general, and administrative (“SG&A”) expenses. Our SG&A declined primarily due to our incentive compensation plans, bonus and sales incentives, which are tied to profitability and return on investment. More specifically, our bonus expense declined by $41 million to $134 million for the year and sales incentive expense declined by $10 million to approximately $49 million for the year. Our decremental operating margin was 27.3%, which is calculated by dividing the decrease in our earnings from operations by the decrease in our net sales. In other words, for every dollar decrease in sales from 2023 to 2024, our operating profits decreased 27.3 cents. The decremental operating margin is intended to provide investors additional visibility into expected operating profits during periods of declining sales and pricing. In a declining business cycle, the Company’s management uses this metric to evaluate a change in its profitability resulting from a reduction in sales volume while considering the impact of product pricing changes, changes in product sales mix, its ratio of variable and fixed costs, and anticipated cost saving measures, among other factors. Our decremental operating margin was higher this quarter than we’ve experienced in other recent down cycles primarily due to more competitive pricing and a cautious approach to reducing our cost structure and capacity as a result of uncertainty about the timing of a rebound in demand. We currently have a goal to implement cost and capacity reductions that will generate a favorable impact on operating profits totaling approximately $60 million by 2026. We anticipate benefits of $30 to $35 million in 2025.
●Our cash flows from operations in 2024 was $643 million compared to $960 million in 2023. The $317 million decline resulted from the change in our investment in net working capital, which was $237 million lower in 2024 than it was in 2023 resulting in a decrease in operating cash flows, as well as an $80 million decrease in net earnings and non-cash expenses compared to the prior year. Our investment in net working capital declined significantly as demand normalized from the peak of the pandemic period.
●We invested $232 million in capital expenditures to support and grow our existing businesses and invested $30 million to acquire a business.

18

●We returned $81 million to our shareholders through dividends. We repurchased approximately 1,409,266 shares of our common stock for $160 million, at an average price of $113.53 per share. Of this amount, 154,196 shares were repurchased in order to settle tax withholding obligations of long-term stock incentive plan participants’ awards which vested in February. The shares were purchased at an average price of $115.69 per share, totaling $17.8 million.
●Our Cash and cash equivalents at the end of 2024 was $1.2 billion compared to $1.1 billion at the end of 2023. 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 $2.5 billion at the end of December 2024. 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 made a $40 million debt repayment on our Series 2012 Senior Note Tranche B, which matured on December 17, 2024.

HISTORICAL LUMBER PRICES

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

​

​

​

​

​

​

​

​

​

​

​

Random Lengths Composite

​

​

​

Average $/MBF

​

​

    

2024

    

2023

    

January

​

$

398

​

$

386

​

February

​

 

389

​

 

437

​

March

​

 

416

​

 

411

​

April

​

 

403

​

 

420

​

May

​

 

377

​

 

400

​

June

​

 

382

​

 

398

​

July

​

 

363

​

 

455

​

August

​

 

386

​

 

430

​

September

​

 

398

​

 

430

​

October

​

​

405

​

​

400

​

November

​

​

442

​

​

371

​

December

​

​

436

​

​

383

​

​

​

​

​

​

​

​

​

Year-to-date average

​

$

400

​

$

410

​

​

​

​

​

​

​

​

​

Year-to-date percentage change

​

 

(2.4)

%  

 

​

​

​

19

In addition, a Southern Yellow Pine (“SYP”) composite price, which we prepare and use, is presented below. Our purchases of this species comprise approximately two-thirds of our total lumber purchases.

​

​

​

​

​

​

​

​

​

​

​

Random Lengths SYP

​

​

​

Average $/MBF

​

​

    

2024

    

2023

    

January

​

$

380

​

$

406

​

February

​

 

371

​

 

452

​

March

​

 

394

​

 

464

​

April

​

 

371

​

 

474

​

May

​

 

353

​

 

437

​

June

​

 

355

​

 

427

​

July

​

 

333

​

 

442

​

August

​

 

345

​

 

417

​

September

​

 

337

​

 

424

​

October

​

​

368

​

​

396

​

November

​

​

386

​

​

355

​

December

​

​

359

​

​

369

​

​

​

​

​

​

​

​

​

Year-to-date average

​

$

363

​

$

422

​

​

​

​

​

​

​

​

​

Year-to-date percentage change

​

​

(14.0)

%

​

​

​

Lower overall lumber prices in 2024 compared to 2023 is primarily due to increased capacity to produce SYP lumber in the U.S. while end market demand has remained soft. A change in lumber prices impacts our profitability of products sold with fixed and variable prices, as discussed below.

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 40.4% and 43.5% of our net sales in 2024 and 2023, 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.

20

●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 2024. 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 15% of our total purchases for 2024 were completed under these programs. (Please refer to the “Risk Factors” section of our annual report on form 10-K, filed with the United States Securities and Exchange Commission.)
●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.

​

​

​

​

​

​

​

​

​

​

    

Period 1

    

Period 2

 

Lumber cost

​

$

300

​

$

400

​

Conversion cost

​

 

50

​

 

50

​

= Product cost

​

 

350

​

 

450

​

Adder

​

 

50

​

 

50

​

= Sell price

​

$

400

​

$

500

​

Gross margin

​

 

12.5

%  

 

10.0

%

21

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

​

    

December 28,

​

December 30,

​

    

2024

    

2023

Units sold

 

(1.0)

%  

​

(9.0)

%  

Gross profit

​

(13.5)

​

​

(20.7)

​

Selling, general, and administrative expenses

​

(4.1)

​

​

(7.9)

​

Earnings from operations

​

(23.9)

​

​

(32.0)

​

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 one business acquisition during 2024 and one during 2023. The annual historical sales attributable to these acquisitions in 2024 and 2023 was approximately $25 million and $38 million, respectively. These business combination were not significant to our operating results; consequently pro forma results for 2024 and 2023 are not presented.

See Notes to Consolidated Financial Statements, Note C, "Business Combinations" 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

​

    

December 28,

    

December 30,

    

​

 

2024

 

2023

 

Net sales

 

100.0

%  

100.0

%  

Cost of goods sold

 

81.6

 

80.3

 

Gross profit

 

18.4

 

19.7

 

Selling, general, and administrative expenses

 

11.0

 

10.6

 

Net loss (gain) on disposition and impairment of assets

​

0.1

​

—

​

Other (gains) losses, net

 

(0.1)

 

0.1

 

Earnings from operations

 

7.4

 

9.0

 

Interest and other

 

(0.7)

 

(0.3)

 

Earnings before income taxes

 

8.1

 

9.3

 

Income taxes

 

1.8

 

2.2

 

Net earnings

 

6.3

 

7.1

 

Less net earnings attributable to noncontrolling interest

 

(0.1)

 

—

 

Net earnings attributable to controlling interest

 

6.2

%  

7.1

%  

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

22

The following table presents, for the periods indicated, our selling, general, and administrative (SG&A) costs as a percentage of gross profit. 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.

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

    

December 28,

​

    

December 30,

​

​

 

2024

​

 

2023

Gross profit

​

$

1,226,742

​

$

1,418,938

Selling, general, and administrative expenses

​

$

735,046

​

$

766,633

SG&A as percentage of gross profit

​

 

59.9%

​

 

54.0%

The increase in the ratio above is primarily due to a combination of fixed SG&A costs within our Packaging, Construction, and Corporate segments and more competitive pricing in certain business units resulting in a decline in gross profits. For comparison purposes, our SG&A costs as a percentage of gross profits in 2019 (immediately prior to the pandemic) was 64%.

OPERATING RESULTS BY SEGMENT

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 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, United Arab Emirates 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” column includes purchasing, transportation, corporate ventures, and administrative functions that serve our operating segments. Operating results of Corporate primarily consists of over (under) allocated costs. The operating results of UFP Real Estate, Inc., which owns and leases real estate, and UFP Transportation Ltd., which owns, leases, and operates transportation equipment, are also included in the Corporate column. Inter-company lease and services 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 28, 2024 and December 30, 2023.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 28, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Retail

​

Packaging

​

Construction

​

All Other

​

Corporate

​

Total

Net sales

​

$

2,597,994

​

$

1,636,563

​

$

2,113,844

​

$

298,190

​

$

5,718

​

$

6,652,309

Cost of goods sold

​

 

2,209,195

​

 

1,335,304

​

 

1,675,346

​

 

240,518

​

​

(34,796)

​

​

5,425,567

Gross profit

​

​

388,799

​

​

301,259

​

​

438,498

​

​

57,672

​

​

40,514

​

​

1,226,742

Selling, general, administrative expenses

​

​

209,592

​

​

191,757

​

​

262,517

​

​

39,940

​

​

31,240

​

​

735,046

Net loss (gain) on disposition and impairment of assets

​

​

3,067

​

​

6,545

​

​

673

​

​

28

​

​

(4,156)

​

​

6,157

Other (gains) losses, net

​

​

(2,964)

​

​

—

​

​

(376)

​

​

(3,572)

​

​

209

​

​

(6,703)

Earnings from operations

​

$

179,104

​

$

102,957

​

$

175,684

​

$

21,276

​

$

13,221

​

$

492,242

​

23

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 30, 2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Retail

​

Packaging

​

Construction

​

All Other

​

Corporate

​

Total

Net sales

​

$

2,956,007

 

$

1,838,200

​

$

2,161,059

​

$

259,392

​

$

3,726

​

$

7,218,384

Cost of goods sold

​

 

2,566,572

​

 

1,422,940

​

 

1,637,329

​

 

182,047

​

​

(9,442)

​

​

5,799,446

Gross profit

​

​

389,435

​

​

415,260

​

​

523,730

​

​

77,345

​

​

13,168

​

​

1,418,938

Selling, general, administrative expenses

​

​

213,288

​

​

219,323

​

​

279,107

​

​

51,548

​

​

3,367

​

​

766,633

Net loss (gain) on disposition and impairment of assets

​

​

800

​

​

8

​

​

9

​

​

(166)

​

​

(911)

​

​

(260)

Other losses, net

​

​

3,180

​

​

—

​

​

1,268

​

​

1,425

​

​

158

​

​

6,031

Earnings from operations

​

$

172,167

​

$

195,929

​

$

243,346

​

$

24,538

​

$

10,554

​

$

646,534

Note: As of December 31, 2023, our Pinelli Universal entity was transferred to our Retail segment from our International segment (grouped in All Other) due to changes in our management structure. Prior year figures have been updated to reflect the change for comparability purposes in every applicable table in this filing.

The following tables present the components of our operating results as a percentage of net sales by segment for December 28, 2024 and December 30, 2023.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 28, 2024

​

​

    

​

    

​

    

​

​

​

​

​

​

​

    

​

​

Retail

​

Packaging

​

Construction

​

All Other

​

Corporate

​

Total

​

Net sales

​

100.0

%

100.0

%

100.0

%

100.0

%

N/A

​

100.0

%

Cost of goods sold

​

85.0

​

81.6

​

79.3

​

80.7

​

—

​

81.6

​

Gross profit

​

15.0

​

18.4

​

20.7

​

19.3

​

—

​

18.4

​

Selling, general, administrative expenses

​

8.1

​

11.7

​

12.4

​

13.4

​

—

​

11.0

​

Net loss (gain) on disposition and impairment of assets

​

0.1

​

0.4

​

—

​

—

​

—

​

0.1

​

Other (gains) losses, net

​

(0.1)

​

0.0

​

—

​

(1.2)

​

—

​

(0.1)

​

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.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 30, 2023

​

​

    

​

    

​

    

​

​

​

​

​

​

​

    

​

​

Retail

​

Packaging

​

Construction

​

All Other

​

Corporate

​

Total

​

Net sales

​

100.0

%

100.0

%

100.0

%

100.0

%

N/A

​

100.0

%

Cost of goods sold

​

86.8

​

77.4

​

75.8

​

70.2

​

—

​

80.3

​

Gross profit

​

13.2

​

22.6

​

24.2

​

29.8

​

—

​

19.7

​

Selling, general, administrative expenses

​

7.2

​

11.9

​

12.9

​

19.9

​

—

​

10.6

​

Net loss (gain) on disposition and impairment of assets

​

—

​

—

​

—

​

(0.1)

​

—

​

—

​

Other losses, net

​

0.1

​

—

​

0.1

​

0.5

​

—

​

0.1

​

Earnings from operations

​

5.8

%

10.7

%

11.3

%

9.5

%

—

​

9.0

%

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

24

NET SALES

We design, manufacture and market:

●Wood and wood-alternative products, primarily used to enhance outdoor living environments which are sold to national home centers and other retailers;
●Engineered wood components, concrete forms, structural lumber and panels, and other building materials used to construct factory-built and site-built homes and concrete structures;
●Customized interior fixtures used in a variety of retail stores, commercial, and other structures; and
●Structural wood packaging, pallets, 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.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

% Change

​

​

2024 versus 2023

​

​

in Sales

    

in Selling 
Prices

    

in Units

    

Acquisition Unit Change

    

Organic Unit Change

    

Retail

​

(12.1)

%  

(5.1)

%  

(7.0)

%  

—

%  

(7.0)

%  

Packaging

​

(11.0)

%  

(8.0)

%  

(3.0)

%  

—

%  

(3.0)

%  

Construction

​

(2.2)

%  

(7.2)

%  

5.0

%  

—

%  

5.0

%  

All Other

​

15.0

%  

(4.0)

%  

19.0

%  

6.0

%  

13.0

%  

Corporate

​

53.5

%  

—

%  

53.5

%  

—

%  

53.5

%  

Total Sales

​

(7.8)

%  

(6.8)

%  

(1.0)

%  

—

%  

(1.0)

%  

●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.

25

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 28, 2024

​

Year Ended December 30, 2023

​

​

    

Value-Added

    

Commodity-Based

    

Value-Added

    

Commodity-Based

    

Retail

 

52.8

%

​

47.2

%

 

51.1

%

​

48.9

%

​

Packaging

​

75.5

%

​

24.5

%

​

76.9

%

​

23.1

%

​

Construction

​

82.0

%

​

18.0

%

​

83.2

%

​

16.8

%

​

All Other

​

76.6

%

​

23.4

%

​

80.0

%

​

20.0

%

​

Corporate

​

58.8

%

​

41.2

%

​

27.5

%

​

72.5

%

​

Total Sales

​

68.6

%

​

31.4

%

​

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 7% in 2024 compared to 2023. Our overall unit sales of commodity-based products decreased approximately 6% compared to 2023.

●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 2024 decreased 11% compared to the prior year, primarily due to a decline in unit sales in our structural packaging business unit. Approximately $155.1 million of new product sales for 2023, while still sold, were sunset in 2024 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 $510 million in 2024. Our short-term goal is to achieve annual new product sales of at least $550 million for 2025. 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

​

​

​

    

December 28,

​

% of Segment

    

December 30,

​

% of Segment

    

% Change

​

​

​

2024

​

Net Sales

​

2023

​

Net Sales

​

in Sales

​

Retail

​

$

216,081

​

8.3

%

​

$

213,238

​

7.2

%

 

1.3

%

​

Packaging

​

 

197,119

​

12.0

%

​

​

273,192

​

14.9

%

 

(27.8)

%

​

Construction

​

​

87,974

​

4.2

%

​

​

81,371

​

3.8

%

​

8.1

%

​

All Other and Corporate

​

 

3,564

​

1.2

%

​

​

495

​

0.2

%

 

620.0

%

​

Total New Product Sales

​

 

504,738

​

7.6

%

​

​

568,296

​

7.9

%

 

(11.2)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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 12% in 2024 compared to 2023 due to a 5% decrease in selling prices, a 2% decrease due to the transfer of certain sales to the Construction and Packaging segments, and a 5% decline in units. Unit changes within this segment consisted of decreases of 3% in Deckorators, 6% in UFP Edge, and 5% in ProWood. Our selling prices of variable-priced products declined due to lower lumber prices. The selling prices of these products are indexed to the lumber market at the time they are shipped. Additionally, our unit sales to big box customers decreased approximately 4%, while unit sales to independent retailers decreased approximately 7%. Within our Deckorators business unit, our sales of wood-plastic composite decking, mineral-based-composite decking and railing systems increased 4%.

26

Gross profits remained consistent and totaled $388.8 million in 2024 compared to $389.4 million in 2023. Although there was a decline in unit sales and selling prices, the stability in our gross profits was attributable to a variety of factors including the decline in lumber costs, production efficiencies, and operating improvements such as SKU rationalization, all of which contributed to an improved gross margin compared to the prior year.

Selling, general and administrative (“SG&A”) expenses decreased by approximately $3.7 million, or 2%, in 2024 compared to 2023. Accrued bonus expense, which varies with the overall profitability and return on investment of the segment, increased approximately $1.5 million and totaled approximately $47.3 million in 2024. The increase was offset by a decrease in professional fees of $1.6 million and many smaller decreases spread over several accounts.

Earnings from operations of the Retail segment increased in 2024 compared to 2023 by $6.9 million, or 4%, as a result of the factors mentioned above, as well as an increase in the net loss on disposition and impairment of assets which comprised of lease impairment charges of $1.4 million and intangible asset impairments of $1.2 million, partially offset by foreign exchange gains totaling $3.0 million.

Packaging Segment:

Net sales from the Packaging segment decreased 11% in 2024 compared to 2023 due to an 8% decrease in selling prices and a 5% decrease in unit sales, partially offset by a 2% increase due to the transfer of sales from the Retail segment. Unit changes consist of a decrease of 10% in structural packaging and 6% in protective packaging, primarily due to a decline in demand, partially offset by unit growth of 9% in PalletOne due to market share gains. The decline in prices is due to competitive price pressure as well as lower lumber costs.

Gross profits decreased by $114.0 million, or 27%, to $301.3 million in 2024 compared to 2023. The decrease in gross profits was attributable to the following:

●The gross profit of our structural packaging business unit decreased by a total of $83.6 million, in spite of the transfer of certain sales from the Retail segment. The decline in gross profit is attributable to competitive price pressure due to lower demand as well as lower unit sales and resulting unfavorable cost variances due to fixed manufacturing costs.
●The gross profit of our PalletOne business unit decreased by $26.7 million primarily due to competitive price pressure which more than offset the favorable impact from unit sales growth.
●The gross profit of our protective packaging business unit decreased by $3.7 million due to a decline in unit sales and fixed manufacturing costs resulting in unfavorable cost variances.

SG&A expenses decreased by approximately $27.6 million, or 13%, in 2024 compared to 2023. Accrued bonus expense, which varies with the overall profitability and return on investment of the segment, decreased approximately $22.8 million, and totaled approximately $31.1 million for 2024. Additionally the decline in SG&A was due to sales incentives which decreased by $4.2 million, travel and entertainment expenses which decreased by $1.6 million, and many smaller decreases spread over several accounts.

Earnings from operations of the Packaging segment decreased by $93.0 million in 2024, or 47.5%, compared to 2023 due to the factors discussed above, as well as an increase in the net loss on disposition and impairment of assets which is comprised of intangible asset impairments of $4.2 million and lease impairment charges of $1.7 million.

Construction Segment:

Net sales from the Construction segment decreased 2% in 2024 compared to 2023 due to a 7% decrease in selling prices, partially offset by an increase in unit sales of 4% and a 1% increase due to the transfer of sales from the Retail segment. Unit changes within this segment consisted of an increase of 16% in factory-built housing, primarily due to an increase in industry production, partially offset by decreases of 6% in concrete forming and 6% in commercial construction due to lower demand.

27

Gross profits decreased by $85.2 million, or 16% to $438.5 million in 2024 compared to 2023. The decrease in our gross profit was comprised of the following factors:

●The gross profit of our site-built construction business unit decreased by $77.2 million, primarily due to reduced margins on multi-family construction projects earlier in the year as these projects were priced and commenced during the peak period of the pandemic and favorably impacted our 2023 results, and more competitive price pressure throughout 2024.
●The gross profit of our concrete forming business unit decreased by $5.4 million in spite of the transfer of sales from the Retail segment due to lower unit sales and more competitive pricing.
●The gross profit of our commercial construction business unit decreased by $7.4 million as a result of lower unit sales.
●The above decreases were offset by an increase in the gross profit in factory-built of $4.8 million as a result of increased unit sales and favorable cost variances resulting from fixed manufacturing costs, as well as the transfer of sales from the Retail segment.

SG&A expenses decreased by approximately $16.6 million, or 6%, in 2024 compared to 2023. Accrued bonus expense, which varies with the overall profitability of the segment and return on investment, decreased approximately $19.6 million compared to last year and totaled approximately $45.4 million for 2024. The decline in SG&A was also due to decreases in sales incentive of $4.0 million and several smaller decreases in many accounts. The overall decrease was partially offset by an increase in salaries, wages, and benefits of approximately $8.7 million as well as an increase in severance charges totaling $1.3 million.

Earnings from operations of the Construction reportable segment decreased by $67.7 million in 2024 compared to 2023, or 27.8%, due to the factors mentioned above.

All Other Segment:

Our All Other reportable segment consists of our International and Ardellis (our insurance captive) segments that are not significant.

Corporate:

The Corporate segment consists of over (under) allocated costs that are not significant.

INTEREST EXPENSE

Interest expense in 2024 was similar to 2023 due to consistent amounts of outstanding debt during each period as well as fixed interest rates on these debts. See “Note C of Notes to the Consolidated Financial Statements”.

INTEREST AND INVESTMENT INCOME

Interest and investment income increased by $20.6 million in 2024 compared to 2023 due to the increase in cash and a higher interest rate on those deposits.

INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for state and local income taxes, and permanent tax differences. Our effective tax rate was 22.5% in 2024 compared to 23.4% in 2023. The decrease in our overall effective tax rate was primarily due to an increase in our estimated tax deduction associated with stock-based compensation accounted for as a permanent difference.

28

OFF-BALANCE SHEET COMMITMENTS AND CONTRACTUAL OBLIGATIONS

We have no significant off-balance sheet commitments. The following table summarizes our contractual obligations as of December 28, 2024 (in thousands).

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Payments Due by Period

​

    

Less than

    

1 – 3

    

3 – 5

    

After

    

​

​

Contractual Obligation

​

1 Year

​

Years

​

Years

​

5 Years

​

Total

Long-term debt and finance lease obligations

​

$

4,093

​

$

748

​

$

43,820

​

$

185,294

​

$

233,955

Estimated interest on long-term debt and finance lease obligations

​

 

8,419

​

 

16,064

​

 

13,428

​

 

19,562

​

 

57,473

Operating leases

​

 

33,151

​

 

51,750

​

 

26,576

​

 

33,769

​

 

145,246

Capital project purchase obligations

​

 

142,758

​

 

—

​

 

—

​

 

—

​

 

142,758

Total

​

$

188,421

​

$

68,562

​

$

83,824

​

$

238,625

​

$

579,432

As of December 28, 2024, we also had $39.7 million in outstanding letters of credit issued during the normal course of business, as required by some vendor contracts.

LIQUIDITY AND CAPITAL RESOURCES

The table below presents, for the periods indicated, a summary of our cash flow statement (in thousands):

​

​

​

​

​

​

​

​

​

​

​

December 28,

​

December 30,

​

​

    

2024

    

2023

    

Cash from operating activities

 

$

642,571

 

$

959,890

 

Cash used in investing activities

 

​

(270,750)

 

​

(240,164)

 

Cash used in financing activities

 

​

(307,120)

 

​

(162,860)

 

Effect of exchange rate changes on cash

 

​

(7,363)

 

​

5,767

 

Net change in cash and cash equivalents

 

​

57,338

 

​

562,633

 

Cash, cash equivalents, and restricted cash, beginning of year

 

​

1,122,256

 

​

559,623

 

Cash, cash equivalents, and restricted cash, end of year

​

$

1,179,594

​

$

1,122,256

​

In general, we fund our growth through a combination of operating cash flows, our revolving credit facility, and issuance of long-term notes payable at times when interest rates are favorable. We have not issued equity to finance growth except in the case of a large acquisition that occurred many years ago. We manage our capital structure by attempting to maintain a targeted ratio of debt to equity and debt to earnings before interest, taxes, depreciation and amortization. We believe these financial ratios are among many other important factors to maintaining a strong credit profile, which in turn helps ensure timely access to capital when needed.

Seasonality has a significant impact on our working capital due to our primary selling season which occurs 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.

29

Due to the seasonality of our business and the effects of the Lumber Market, we believe our cash cycle (days of sales outstanding plus days supply of inventory less days payables are outstanding) is a good indicator of our working capital management. As indicated in the table below, our cash cycle decreased to 60 days in 2024 from 63 days in 2023.

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

​

December 28,

​

December 30,

​

​

​

2024

​

2023

​

Days of sales outstanding

    

​

35

    

​

33

    

Days supply of inventory

​

 

38

​

 

41

​

Days of payables outstanding

​

 

(13)

​

 

(11)

​

Days in cash cycle

​

 

60

​

 

63

​

The decrease in our days supply of inventory in 2024 is due to improvements in inventory turns in our Construction and Packaging segments. The increase in our days of sales outstanding is primarily due to our Retail and Packaging segments. We continue to focus on past due account balances with customers, and the percentage of our accounts receivable that are current was 90% in 2024 compared to 91% in 2023.

Our cash flows from operating activities in 2024 was $643 million, which was comprised of net earnings of $419 million, $173 million of non-cash expenses, and a $51 million decrease in working capital since the end of December 2023. Our cash flows from operations decreased by $317 million compared to last year primarily due to a $237 million decrease in our investment in net working capital compared to the prior year period and a decrease in our net earnings and non-cash expenses of $80 million. In 2023 our net working capital declined significantly as a result of demand normalizing from the peak of the pandemic period.

Purchases of property, plant, and equipment of $232 million comprised most of our cash used in investing activities during 2024. Capital spending primarily consists of several projects to expand capacity to manufacture new and value-added products, primarily in our Packaging segment and Site-Built, Deckorators and ProWood business units, achieve efficiencies through automation in all segments, and make improvements to a number of facilities. On December 28, 2024, we had outstanding purchase commitments on capital projects of approximately $142.8 million. We intend to fund capital expenditures and purchase commitments through our operating cash flows. Cash used for acquisitions during the year totaled $30 million compared to $52 million in 2023. In 2024, we made one acquisition, C&L Wood Products. See Notes to Consolidated Financial Statements, Note C, “Business Combinations” for additional information.

Cash flows used in financing activities primarily consisted of:

●Cash paid for repurchases of common stock of $159 million. We repurchased 1,399,944 shares of our common stock for the year at an average share price of $113.55. Of this amount, 154,196 shares were repurchased in order to settle tax withholding obligations of long-term stock incentive plan participants’ awards which vested in February. The shares were purchased at an average price of $115.69 per share, totaling $17.8 million.
●Dividends paid during 2024 totaled $81 million, reflecting a quarterly rate of $0.33 per share, a 10% increase over the prior year.
●Repayments of senior note debt of $40.0 million.
●Distributions to noncontrolling interests of $11.8 million.

30

As of December 6, 2022, we entered into a five-year, $750 million unsecured revolving credit facility with a syndicate of U.S. banks.  This facility includes up to $60 million which may be advanced in the form of letters of credit, and up to $100 million (U.S. dollar equivalent) which may be advanced in Canadian dollars, Australian dollars, Sterling, Euros and such other foreign currencies as may subsequently be agreed upon among the parties. Cash borrowings are charged interest based upon an index selected by the Company, plus a margin that is determined based upon the index selected and upon the financial performance of the Company and certain of its subsidiaries. We are charged a facility fee on the entire amount of the lending commitment, at a per annum rate ranging from 15.0 to 30.0 basis points, also determined based upon our performance.

On December 28, 2024, we had no amount outstanding on our $750 million revolving credit facility. The revolving credit facility also supports letters of credit totaling $37.3 million which includes approximately $3.3 million related to industrial development revenue bonds. As a result, we have approximately $712.7 million in remaining availability. We also had approximately $2.3 million of outstanding letters of credit that were issued outside of the revolving credit facility. Financial covenants on the unsecured revolving credit facility and unsecured notes include minimum interest tests and a maximum leverage ratio. The agreements also restrict the amount of additional indebtedness we may incur and the amount of assets which may be sold. We were in compliance with all our covenant requirements on December 28, 2024.

ENVIRONMENTAL CONSIDERATIONS AND REGULATIONS

See Notes to Consolidated Financial Statements, Note L, “Commitments, Contingencies, and Guarantees”.

CRITICAL ACCOUNTING POLICIES

In preparing our consolidated financial statements, we follow accounting principles generally accepted in the United States. These principles require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures. Following is a summary of our more significant accounting policies that require the use of estimates and judgments in preparing the financial statements.

GOODWILL

We evaluate goodwill for indicators of impairment when events or circumstances indicate that this risk may be present. Our judgments regarding the existence of impairment are based on market conditions, operational performance and estimated future cash flows. Determining whether an impairment has occurred requires the valuation of the respective reporting unit, which we have consistently estimated using primarily a weighted average between income and market valuation approaches. We believe this approach is the most appropriate and accurate method to measure the fair value of our intangible assets. We use discounted cash flow analysis with the following assumption: a business is worth today what it can generate in future cash flows; cash received today is worth more than an equal amount of cash received in the future; and future cash flows can be reasonably estimated. The discounted cash flow analysis is based on the present value of projected cash flows and residual values.

If the carrying value of goodwill is considered impaired, an impairment charge is recorded to adjust it to its fair value. Changes in forecasted operations and changes in discount rates can materially affect these estimates. In addition, we test goodwill annually for impairment or more frequently if changes in circumstances or the occurrence of other events suggest impairments exist. The test for impairment requires us to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples. Changes in these estimates may result in the recognition of an impairment loss.

On our annual testing date of September 28, 2024, the fair values exceeded the carrying values for all reporting units and there were no indicators for impairment. We believe we have sufficient available information, both current and historical, to support our assumptions, judgments and estimates used in the goodwill impairment test.

31

REVENUE RECOGNITION

Revenue for product sales is recognized at the time the performance obligation is satisfied, which is primarily when the goods are delivered to the carrier, Free On Board (FOB) shipping point. Generally, title passes at the time of shipment. In certain circumstances, the customer takes title when the shipment arrives at the destination. However, our shipping process is typically completed the same day.

Performance on construction contracts is reflected in operations using over time accounting, under either the cost to cost or units of delivery methods, depending on the nature of the business at individual operations. Under over time accounting using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs. Under over time accounting using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced related to the total number of units. Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known. Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent.

Our construction contracts are generally entered into with a fixed price and completion of the projects can range from 6 to 18 months in duration. Therefore, our operating results are impacted by, among many other things, labor rates and commodity costs. During the year, we update our estimated costs to complete our projects using current labor and commodity costs and recognize losses to the extent that they exist.

SHORT-TERM DEMAND OUTLOOK

We believe improvements in demand in the end markets we serve and effectively executing our strategies will allow us to achieve our long-term goals below. However, in the short-term, demand in our markets has contracted, primarily due to higher short and long-term interest rates, which will continue to impact our results and vary depending on the severity and duration of this cycle. As a result of these more challenging conditions, we have developed and are executing plans to reduce or eliminate capacity of locations that are not meeting our profitability targets and reduce our SG&A costs. Our goal through these actions is to lower our cost structure and improve our operating profits by $60 million by 2026. We anticipate benefits of approximately $40 million in 2025, including approximately $26 million from planned SG&A cost reductions and $14 million from planned capacity reductions.

The following factors should be considered when evaluating our future results:

●Lumber prices, which impact our cost of goods sold and selling prices, have normalized due to additional capacity added by sawmills and demand falling from peak levels. We anticipate lumber prices will remain near current levels, and experience more typical seasonal trends, until there is a substantial change in the balance of supply and demand. In the event higher duties on Canadian softwood lumber and new tariffs are enacted on imports generally, we anticipate lumber prices will increase accordingly. We believe we are currently in a strong position to adapt quickly to duties and tariffs without adverse financial impact after a short adjustment period.
●Retail segment sales accounted for 39% of our net sales in 2024. When evaluating future demand for the segment, we analyze data such as the same-store sales growth of national home improvement retailers and forecasts of home remodeling activity. Based on this data, we currently anticipate market demand to be slightly down in the first half of 2025.
●Packaging segment sales accounted for 25% of our net sales in 2024. When evaluating future demand, we consider a number of metrics, including the Purchasing Managers Index (PMI), durable goods manufacturing, and U.S. real GDP. We currently believe overall demand in the markets we serve to be slightly down in the first half of 2025.

32

●Construction segment sales accounted for 32% of our net sales in 2024.
-The site-built business unit accounted for approximately 13% of our net sales in 2024. Approximately one-third of site-built customers are multifamily builders. The industry consensus estimate of national housing starts for 2025 is 1.36 million, with estimates generally predicting slightly positive to slightly negative growth in the coming year with single-family generally performing better than multi-family. We anticipate demand in the regions we operate to be slightly down in the first half of 2025.
-The factory-built business unit accounted for 12% of our net sales in 2024. When evaluating future demand, we analyze data from production and shipments of manufactured housing. The National Association of Home Builders and John Burns Real Estate Consulting forecast the manufactured home shipments in 2025 to be flat to slightly down.
-The commercial and concrete forming business units accounted for approximately 6% of our net sales in 2024. When evaluating future demand, we analyze data from non-residential construction spending. We anticipate overall demand in this business unit to be slightly down in the first half of 2025.

LONG-TERM OUTLOOK

GOALS

Our long-term financial goals include:

●Growing our annual unit sales by 7 to 10 percent (including smaller tuck-in acquisitions) with at least 10 percent of all sales coming from new products;
●Achieving and sustaining a 12.5 percent EBITDA margin by continuing to enhance our capabilities and grow our portfolio and sales of value-added products, expanding geographically in our higher margin business units, and achieving operating improvements;
●Earning an incremental return on new investment over our hurdle rate; and
●Maintaining a conservative capital structure.

RETAIL SEGMENT

The Home Improvement Research Institute (“HIRI”) anticipates growth in home improvement spending and has forecasted 3.9% growth in 2025 and 4.1% annual growth through 2028. We continue to compete for market share for certain retail customers and face intense pricing pressure from other suppliers to this market.

Our long-term goal is to achieve sales growth by:

●Increasing our market share of value-added products, including our Deckorators product line. Continued investment in capacity for Deckorators is expected to contribute to this increase.
●Developing new products and increasing our emphasis on product innovation and product differentiation in order to counter commoditization trends and influences.
●Acquiring businesses in core product categories when those opportunities exist.
●Adding new products and customers through strategic business acquisitions or alliances.

33

PACKAGING SEGMENT

Our goal is to increase our sales of wood, wood alternative, and protective packaging products to a wide variety of packaging customers and manufactured wood components for OEM users. We believe the vast amount of hardwood and softwood lumber consumed for packaging applications, combined with the highly fragmented nature of this market, provides us with market share growth opportunities as a result of our competitive advantages in manufacturing, purchasing, and material utilization.

In addition, purchasers of packaging products with a wide geographic footprint increasingly desire to reduce the number of suppliers they buy from, which provides an opportunity to gain market share due to our international presence. We plan to continue to obtain market share by expanding our manufacturing capacity, enhancing our capabilities and product offerings to enhance the solutions we offer our customers, and improving our ability to serve large regional and international customers in targeted markets.

We plan to continue to pursue acquisition opportunities that meet our strategic criteria and help us meet these objectives.

Market indicators that should be considered when evaluating future demand for our products in the packaging segment include industrial production, durable goods manufacturing, the Purchasing Managers Index, and U.S. GDP growth.

CONSTRUCTION SEGMENT

The industry consensus estimate of national housing starts for 2025 is 1.36 million, with estimates generally predicting slightly positive to slightly negative growth in the coming year with single-family generally performing better than multi-family.  Housing starts are projected to increase low single-digits in both 2026 and 2027.

The National Association of Home Builders forecasts a 2% decrease in manufactured home shipments from 2024 to 2025 and a 2% compounded annual growth rate through 2027.

Non-residential construction spending is a market indicator that should be considered when evaluating future demand for our products in our Commercial and Concrete Forming business units within our Construction segment.

GROSS PROFIT

As a result of more challenging market conditions, we have developed and are executing plans to reduce or eliminate capacity of locations that are not meeting our profitability targets. We anticipate these actions will improve operating profits by $14 million in 2025.

In addition, we believe the following factors are likely to impact our gross profits and margins in the future:

●End market demand and our ability to grow and leverage fixed costs and price our products based on the value we offer our customers.
●Our ability to maintain market share and gross margins on products sold to our largest customers. We believe our level of service, geographic diversity, and quality of products provides an added value to our customers. However, if our customers are unwilling to pay for these advantages, our sales and gross margins may be reduced.
●Sales mix of value-added and commodity products and our ability to sell new products. We anticipate significant growth in our Deckorators branded products that use our patented SureStone technology.
●Fluctuations in the relative level of the Lumber Market and trends in the market price of lumber. (See “Impact of the Lumber Market on our Operating Results.”)
●Fuel and transportation costs.

34

●Rising labor and benefit costs.
●Our ability to continue to achieve productivity improvements as our unit sales increase and planned cost reductions through continuous improvement activities, automation, and other initiatives.
●Changes in the cost of complying with new or increased government regulations.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

As indicated above, we are taking actions to reduce our cost structure to better align it with current demand. We are also investing in the resources needed to achieve our long-term objectives for growth, product innovation, building brand awareness for certain products, and improving our efficiency through technology. With these considerations in mind, we have targeted selling, general, and administrative expenses (SG&A) totaling approximately $565 million in 2025, excluding highly variable sales incentive and bonus expenses tied to profitability and return on investment. This target amount is comparable to our 2024 expenses and is comprised of approximately $26 million of planned cost reductions offset by $6 million of increases primarily associated with new greenfield operations, technology improvements and product innovation, and a $20 million increase in our Deckorators advertising expenses as we invest in building the SureStone brand. Additionally, we anticipate sales incentives will range from 3% to 4% of gross profits and bonus expense will range from 16% to 18% of pre-bonus operating profits plus approximately $31 million associated with the vesting expense of shares granted in prior years under our bonus plan. See Note H — Common Stock for discussion of future compensation costs related to long-term share-based bonus awards.

On a long-term basis, we expect that our SG&A expenses will primarily be impacted by:

●Our growth in sales to the Packaging and the Construction segments. Our sales to these segments require a higher ratio of SG&A costs due, in part, to product design and engineering requirements.
●Sales of new products and value-added, branded products to the Retail segment, which generally require higher product development, marketing, advertising, and other selling costs.
●Our incentive compensation programs which are tied to gross profits, pre-bonus earnings from operations and threshold levels of return on investment.
●Our growth and success in achieving continuous improvement objectives designed to improve our productivity and leverage our fixed costs as we grow.

LIQUIDITY AND CAPITAL RESOURCES

Our cash cycle will continue to be impacted in the future by our mix of sales by segment. Sales from our Construction and Packaging segments require a greater investment in receivables than sales to our Retail segment, while our Retail segment generally requires a greater investment in inventory. Also, our net investment in trade receivables, inventory, and accounts payable will continue to be impacted by the level of lumber prices.

Additionally, we expect to spend approximately $300 million to $350 million on capital expenditures, incur depreciation of approximately $133 million, and incur amortization and other non-cash expenses of approximately $53 million in 2025.

On December 28, 2024, we had outstanding purchase commitments on capital projects of approximately $142.8 million. We intend to fund capital expenditures and purchase commitments through our operating cash flows and availability under our revolving credit facility which is considered sufficient to meet these commitments and working capital needs.

35

Our dividend rates are reviewed and approved at each of our February, April, July, and October board meetings and payments are made in March, June, September, and December of each year. On February 13, 2025, our board approved a quarterly cash dividend of $0.35 per share, which represents a 6% increase from December 2024. This dividend will be payable on March 17, 2025, to shareholders of record on March 3, 2025. 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.

We have a share repurchase program approved by our Board of Directors, and on July 24, 2024, our board authorized the repurchase of up to $200 million worth of shares of outstanding stock through July 31, 2025. As of February 19, 2025, we have approximately $191 million of remaining availability under this authorization. In the past, we have repurchased shares in order to offset the effect of issuances resulting from our employee benefit plans and at opportune times when our stock price falls to predetermined levels.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to market risks related to fluctuations in interest rates on our variable rate debt, which consists of a revolving credit facility and industrial development revenue bonds. We do not enter into any material interest rate swaps, futures contracts or options on futures, or other types of derivative financial instruments to mitigate this risk.

For fixed rate debt, changes in interest rates generally affect the fair market value, but not earnings or cash flows. Conversely, for variable rate debt, changes in interest rates generally do not influence fair market value, but do affect future earnings and cash flows. We do not have an obligation to prepay fixed rate debt prior to maturity, and as a result, interest rate risk and changes in fair market value should not have a significant impact on such debt until we would be required to refinance it.

On December 28, 2024, the estimated fair value of our long-term debt, including the current portion, was $201.2 million. The estimated fair value is based on rates anticipated to be available to us for debt with similar terms and maturities. The estimated fair value of notes payable included in current liabilities and the revolving credit facility approximated the carrying values as these debt instruments have interest rates that fluctuate with current market conditions.

Expected cash flows over the next five years related to debt instruments, excluding debt issuance costs, are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

($US equivalents, in thousands)

2025

    

2026

    

2027

    

2028

    

2029

    

Thereafter

    

Total

Long-term Debt:

 

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

Fixed Rate ($US)

$

209

 

$

300

 

$

465

 

$

40,254

 

$

281

​

$

185,307

 

$

226,816

Average interest rate

 

9.57

%

 

9.60

%

 

9.60

%

 

4.14

%

​

9.60

%

 

3.36

%

​

  

Variable Rate ($US)

$

3,916

 

$

—

 

$

—

​

$

—

​

$

3,300

​

$

—

 

$

7,216

Average interest rate(1)

 

9.60

%

​

—

%

​

—

%

​

—

%

 

3.32

%

 

—

%

​

  

(1) Average of rates at December 28, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

36

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of UFP Industries, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of UFP Industries, Inc. and subsidiaries (the "Company") as of December 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 28, 2024 , of the Company and our report dated February 26, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Grand Rapids, Michigan
February 26, 2025

38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of UFP Industries, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of UFP Industries, Inc. and subsidiaries (the "Company") as of December 28, 2024 and December 30, 2023, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 28, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Net Sales – Point in Time Revenue - Refer to Note A to the financial statements.

Critical Audit Matter Description

The Company’s point in time revenue for product sales is recognized at the time the performance obligation is satisfied and the majority of the Company’s contracts have a single performance obligation. Generally, title and control passes at the time of shipment. In certain circumstances, the customer takes title when the shipment arrives at the destination. However, the shipping process is typically completed the same day.

39

Auditing point in time revenue required a significant extent of effort, including the involvement of professionals in our firm with expertise in information technology.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to point in time revenue included the following, among others:

●With the assistance of professionals in our firm with expertise in information technology, we tested the effectiveness of controls over point in time revenue, including automated controls and general IT controls.
●We performed substantive analytical procedures by developing independent expectations for point in time revenue and comparing the expectations to the point in time revenue that was recorded by the Company.

/s/ Deloitte & Touche LLP

Grand Rapids, Michigan
February 26, 2025

We have served as the Company's auditor since 2014.

​

40

UFP INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

​

​

​

​

​

​

​

​

(in thousands of United States dollars, except share data)

​

​

December 28,

​

December 30,

​

​

    

2024

    

2023

ASSETS

​

  

​

​

  

​

​

CURRENT ASSETS:

​

  

​

​

  

​

​

Cash and cash equivalents

​

    

$

1,171,828

  

$

1,118,329

Restricted cash

​

​

 

7,766

  

 

3,927

Investments

​

​

 

31,087

  

 

34,745

Accounts receivable, net

​

​

 

500,920

  

 

549,499

Inventories:

​

  

​

​

  

​

​

Raw materials

​

​

 

388,435

  

 

352,785

Finished goods

​

​

 

332,389

  

 

375,003

Total inventories

​

​

 

720,824

  

 

727,788

Refundable income taxes

​

​

 

20,588

  

 

29,327

Other current assets

​

​

 

50,012

  

 

38,474

TOTAL CURRENT ASSETS

​

​

 

2,503,025

​

 

2,502,089

DEFERRED INCOME TAXES

​

​

 

5,263

  

 

4,228

RESTRICTED INVESTMENTS

​

​

​

39,140

​

​

24,838

RIGHT OF USE ASSETS

​

​

​

114,721

​

​

103,774

OTHER ASSETS

​

​

 

98,409

  

 

87,438

GOODWILL

​

​

 

339,839

  

 

336,313

INDEFINITE-LIVED INTANGIBLE ASSETS

​

​

 

7,300

  

 

7,345

OTHER INTANGIBLE ASSETS, NET

​

​

 

152,498

  

 

175,195

PROPERTY, PLANT AND EQUIPMENT:

​

  

​

​

  

​

​

Property, plant and equipment

​

​

​

1,750,211

​

​

1,559,304

Less accumulated depreciation and amortization

​

​

 

(859,468)

  

 

(782,727)

PROPERTY, PLANT AND EQUIPMENT, NET

​

​

​

890,743

​

​

776,577

TOTAL ASSETS

​

​

$

4,150,938

​

$

4,017,797

LIABILITIES AND SHAREHOLDERS’ EQUITY

​

  

​

​

  

​

​

CURRENT LIABILITIES:

​

  

​

​

  

​

​

Accounts payable

​

​

$

224,659

  

$

203,055

Accrued liabilities:

​

  

​

​

  

​

​

Compensation and benefits

​

​

 

193,438

  

 

232,331

Other

​

​

 

62,356

  

 

66,713

Current portion of lease liability

​

​

​

27,870

​

​

22,977

Current portion of long-term debt

​

​

 

4,125

  

 

42,900

TOTAL CURRENT LIABILITIES

​

​

 

512,448

  

 

567,976

LONG-TERM DEBT

​

​

 

229,830

  

 

233,534

LEASE LIABILITY

​

​

​

95,095

​

​

84,885

DEFERRED INCOME TAXES

​

​

 

31,244

  

 

45,248

OTHER LIABILITIES

​

​

 

32,330

  

 

35,934

TOTAL LIABILITIES

​

​

 

900,947

  

 

967,577

TEMPORARY EQUITY:

​

​

​

​

​

​

​

Redeemable noncontrolling interest

​

​

​

5,366

​

​

20,030

SHAREHOLDERS’ EQUITY:

​

  

​

​

  

​

​

Controlling interest shareholders’ equity:

​

  

​

​

  

​

​

Preferred stock, no par value; shares authorized 1,000,000; issued and outstanding, none

​

​

$

—

  

$

—

Common stock, $1 par value; shares authorized 160,000,000; issued and outstanding, 60,724,308 and 61,621,004

​

​

 

60,724

  

 

61,621

Additional paid-in capital

​

​

 

403,379

  

 

354,702

Retained earnings

​

​

 

2,775,280

  

 

2,582,332

Accumulated other comprehensive (loss) income

​

​

 

(15,311)

  

 

1,106

Total controlling interest shareholders’ equity

​

​

 

3,224,072

  

 

2,999,761

Noncontrolling interest

​

​

 

20,553

  

 

30,429

TOTAL SHAREHOLDERS’ EQUITY

​

​

 

3,244,625

  

 

3,030,190

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY

​

​

$

4,150,938

  

$

4,017,797

See notes to consolidated financial statements.

41

UFP INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

​

​

​

​

​

​

​

​

​

​

​

(in thousands of United States dollars, except per share data)

​

​

Year Ended

​

​

​

December 28,

​

December 30,

​

December 31,

​

    

    

2024

    

2023

    

2022

NET SALES

  

    

$

6,652,309

  

$

7,218,384

  

$

9,626,739

COST OF GOODS SOLD

  

​

 

5,425,567

  

 

5,799,446

  

 

7,837,278

GROSS PROFIT

  

​

 

1,226,742

  

 

1,418,938

  

 

1,789,461

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

  

​

 

735,046

  

 

766,633

  

 

832,079

NET LOSS (GAIN) ON DISPOSITION AND IMPAIRMENT OF ASSETS

​

​

​

6,157

​

​

(260)

​

​

5,546

OTHER (GAINS) LOSSES, NET

​

​

​

(6,703)

​

​

6,031

​

​

1,652

EARNINGS FROM OPERATIONS

  

​

 

492,242

  

 

646,534

  

 

950,184

INTEREST EXPENSE

  

​

 

12,709

  

 

12,842

  

 

13,910

INTEREST AND INVESTMENT INCOME

  

​

 

(60,533)

  

 

(39,916)

  

 

(725)

EQUITY IN (EARNINGS) LOSS OF INVESTEE

​

​

​

(89)

​

​

2,367

​

​

2,183

INTEREST AND OTHER

  

​

 

(47,913)

  

 

(24,707)

  

 

15,368

EARNINGS BEFORE INCOME TAXES

  

​

 

540,155

  

 

671,241

  

 

934,816

INCOME TAXES

  

​

 

121,422

  

 

156,784

  

 

229,852

NET EARNINGS

  

​

 

418,733

  

 

514,457

  

 

704,964

NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST

  

​

 

(4,173)

  

 

(145)

  

 

(12,313)

NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST

  

​

$

414,560

  

$

514,312

  

$

692,651

​

​

​

​

​

​

​

​

​

​

​

EARNINGS PER SHARE – BASIC

  

​

$

6.78

  

$

8.21

  

$

11.05

EARNINGS PER SHARE – DILUTED

  

​

$

6.77

  

$

8.07

  

$

10.97

​

​

​

​

​

​

​

​

​

​

​

OTHER COMPREHENSIVE INCOME:

​

​

​

​

​

​

​

​

​

​

NET EARNINGS

  

​

 

418,733

  

 

514,457

  

 

704,964

OTHER COMPREHENSIVE (LOSS) INCOME

  

​

 

(19,980)

  

 

14,836

  

 

(2,498)

COMPREHENSIVE INCOME

  

​

 

398,753

  

 

529,293

  

 

702,466

COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

  

​

 

(610)

  

 

(4,800)

  

 

(13,485)

COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST

  

​

$

398,143

  

$

524,493

  

$

688,981

See notes to consolidated financial statements.

​

​

42

UFP INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(in thousands of United States dollars,

​

Controlling Interest Shareholders’ Equity

​

​

​

except share and per share data)

​

​

​

​

Additional

​

​

​

​

Accumulated Other

​

​

​

​

​

​

​

​

​

​

​

Common

​

Paid-In

​

Retained

​

Comprehensive

​

Noncontrolling

​

​

​

​

Temporary

​

  

Stock

  

Capital

  

Earnings

  

Earnings

  

Interest (NCI)

  

Total

  

Equity

Balance on December 25, 2021

​

$

61,902

​

$

243,995

  

$

1,678,121

​

$

(5,405)

  

$

37,956

  

$

2,016,569

​

$

—

Net earnings

​

​

​

​

​

​

  

 

692,651

​

 

  

​

 

12,210

  

 

704,861

​

​

103

Foreign currency translation adjustment

​

​

​

​

​

​

  

​

​

  

 

(1,841)

​

 

1,802

  

 

(39)

​

​

(630)

Unrealized loss on investments and other

​

​

​

​

​

​

  

​

​

  

 

(1,829)

​

 

​

​

 

(1,829)

​

​

​

Distributions to NCI

​

​

​

​

​

​

  

​

​

  

​

​

  

 

(12,024)

​

 

(12,024)

​

​

​

Contributions to NCI

​

​

​

​

​

​

​

​

​

​

​

​

​

​

538

​

​

538

​

​

​

NCI related to business combinations

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

(234)

Redeemable NCI

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(7,641)

​

​

(7,641)

​

​

7,641

Cash dividends - $0.95 per share

​

​

​

​

​

​

  

 

(58,860)

​

 

  

​

 

​

​

 

(58,860)

​

​

​

Issuance of 44,012 shares under employee stock purchase plan (ESPP)

​

 

44

​

 

2,725

  

​

​

  

​

​

  

​

​

  

 

2,769

​

​

​

Issuance of 805,562 shares under stock grant programs

​

 

806

​

 

9,919

​

​

25

  

​

​

  

​

​

  

 

10,750

​

​

​

Issuance of 113,384 shares under deferred compensation plan

​

 

113

​

 

(113)

  

​

​

  

​

​

  

​

​

  

 

—

​

​

​

Repurchase of 1,246,616 shares

​

​

(1,247)

​

​

​

​

​

(94,527)

​

​

​

​

​

​

​

​

(95,774)

​

​

​

Expense associated with share-based compensation arrangements

​

​

​

  

 

27,987

​

 

  

​

 

  

​

 

  

​

 

27,987

​

​

​

Accrued expense under deferred compensation plans

​

​

​

  

 

9,516

​

 

  

​

 

  

​

 

  

​

  

9,516

​

​

​

Balance on December 31, 2022

​

$

61,618

​

$

294,029

  

$

2,217,410

​

$

(9,075)

  

$

32,841

  

$

2,596,823

​

$

6,880

Net earnings (loss)

​

​

​

​

​

​

​

​

514,312

​

​

​

​

​

663

  

 

514,975

​

​

(518)

Foreign currency translation adjustment

​

​

​

​

​

​

​

​

​

​

​

9,762

​

​

4,267

  

 

14,029

​

​

388

Unrealized gain on investments and other

​

​

​

​

​

​

​

​

​

​

​

419

​

​

​

​

 

419

​

​

​

Other

​

​

​

​

​

(817)

​

​

​

​

​

​

​

​

930

​

​

113

​

​

43

Distributions to NCI

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(7,355)

​

 

(7,355)

​

​

​

Purchase of remaining NCI of subsidiary

​

​

​

​

​

(1,210)

​

​

​

​

​

​

​

​

(917)

​

​

(2,127)

​

​

​

NCI related to business combinations

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

—

​

​

13,237

Cash dividends - $1.10 per share

​

​

​

​

​

​

​

​

(68,238)

​

​

​

​

​

​

​

 

(68,238)

​

​

​

Issuance of 32,944 shares under ESPP

​

 

33

​

​

2,717

​

​

​

​

​

​

​

​

​

  

 

2,750

​

​

​

Issuance of 820,591 shares under stock grant programs

​

 

821

​

​

14,485

​

​

22

​

​

​

​

​

​

  

 

15,328

​

​

​

Issuance of 124,145 shares under deferred compensation plan

​

 

124

​

​

(124)

​

​

​

​

​

​

​

​

​

  

 

—

​

​

​

Repurchase of 974,869 shares

​

​

(975)

​

 

​

​

 

(81,174)

​

​

​

​

​

​

​

​

(82,149)

​

​

​

Expense associated with share-based compensation arrangements

​

​

​

​

​

34,727

​

​

​

​

​

​

​

​

​

​

 

34,727

​

​

​

Accrued expense under deferred compensation plans

​

​

​

​

​

10,895

​

​

​

​

​

​

​

​

​

​

 

10,895

​

​

​

Balance on December 30, 2023

​

$

61,621

​

$

354,702

  

$

2,582,332

​

$

1,106

  

$

30,429

  

$

3,030,190

​

$

20,030

Net earnings (loss)

​

​

​

​

​

​

​

​

414,560

​

​

​

​

​

5,413

​

​

419,973

​

​

(1,240)

Foreign currency translation adjustment

​

​

​

​

​

​

​

​

​

​

​

(16,428)

​

​

(3,441)

​

​

(19,869)

​

​

(122)

Unrealized loss on investments and other

​

​

​

​

​

​

​

​

​

​

​

11

​

​

​

​

​

11

​

​

​

Other

​

​

​

​

​

(242)

​

​

​

​

​

​

​

​

​

​

​

(242)

​

​

​

Distributions to NCI

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(11,848)

​

​

(11,848)

​

​

​

Purchase of remaining NCI of subsidiary

​

​

​

​

​

8,400

​

​

​

​

​

​

​

​

​

​

​

8,400

​

​

(13,302)

Cash dividends - $1.32 per share

​

​

​

​

​

​

​

​

(80,782)

​

​

​

​

​

​

​

​

(80,782)

​

​

​

Issuance of 27,898 shares under ESPP

​

​

28

​

​

2,784

​

​

​

​

​

​

​

​

​

​

​

2,812

​

​

​

Issuance of 380,548 shares under stock grant programs

​

​

380

​

​

5,923

​

​

77

​

​

​

​

​

​

​

​

6,380

​

​

​

Issuance of 104,124 shares under deferred compensation plan

​

​

104

​

​

(104)

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

Repurchase of 1,409,266 shares

​

​

(1,409)

​

​

(17,686)

​

​

(140,907)

​

​

​

​

​

​

​

​

(160,002)

​

​

​

Expense associated with share-based compensation arrangements

​

​

​

​

​

37,938

​

​

​

​

​

​

​

​

​

​

​

37,938

​

​

​

Accrued expense under deferred compensation plans

​

​

​

​

​

11,664

​

​

​

​

​

​

​

​

​

​

​

11,664

​

​

​

Balance on December 28, 2024

​

$

60,724

​

$

403,379

​

$

2,775,280

​

$

(15,311)

​

$

20,553

​

$

3,244,625

​

$

5,366

See notes to consolidated financial statements

​

​

43

UFP INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

​

​

​

​

​

​

​

​

​

​

(in thousands of United States dollars)

​

Year Ended

​

​

December 28,

​

December 30,

​

December 31,

​

    

2024

    

2023

    

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

​

​

​

  

​

​

  

​

​

Net earnings

​

$

418,733

    

$

514,457

    

$

704,964

Adjustments to reconcile net earnings to net cash from operating activities:

​

​

​

  

​

​

  

​

​

Depreciation

​

 

124,641

​

 

110,563

​

 

94,063

Amortization of intangibles

​

 

23,521

​

 

21,327

​

 

19,499

Expense associated with share-based and grant compensation arrangements

​

 

38,163

​

 

34,899

​

 

28,156

Deferred income taxes

​

 

(15,382)

​

 

(5,573)

​

 

(16,289)

Unrealized (gain) loss on investments and other

​

 

(1,217)

​

 

(2,435)

​

 

5,768

Equity in (earnings) loss of investee

​

​

(89)

​

​

2,367

​

​

2,183

Net loss (gain) on sale, disposition and impairment of assets

​

 

678

​

 

(260)

​

 

1,285

Impairment of goodwill and other intangibles

​

​

5,479

​

​

—

​

​

4,261

Gain from reduction of estimated earnout liability

​

​

(2,460)

​

​

(3,177)

​

​

—

Changes in:

​

​

​

  

​

​

  

​

​

Accounts receivable

​

 

47,070

​

 

81,659

​

 

130,704

Inventories

​

 

6,356

​

 

250,561

​

 

718

Accounts payable and cash overdraft

​

 

22,394

​

 

(3,578)

​

 

(137,907)

Accrued liabilities and other

​

 

(25,316)

​

 

(40,920)

​

 

(5,838)

NET CASH FROM OPERATING ACTIVITIES

​

 

642,571

​

 

959,890

​

 

831,567

CASH FLOWS USED IN INVESTING ACTIVITIES:

​

​

​

  

​

​

  

​

​

Purchases of property, plant and equipment

​

 

(232,274)

​

 

(180,382)

​

 

(174,124)

Proceeds from sale of property, plant and equipment

​

 

11,501

​

 

3,291

​

 

3,805

Acquisitions, net of cash received and purchase of equity method investment

​

 

(29,830)

​

 

(52,383)

​

 

(180,151)

Purchases of investments

​

 

(55,397)

​

 

(29,806)

​

 

(19,875)

Proceeds from sale of investments

​

 

30,844

​

 

29,935

​

 

12,874

Other

​

 

4,406

​

 

(10,819)

​

 

3,535

NET CASH USED IN INVESTING ACTIVITIES

​

 

(270,750)

​

 

(240,164)

​

 

(353,936)

CASH FLOWS USED IN FINANCING ACTIVITIES:

​

​

​

  

​

​

  

​

​

Borrowings under revolving credit facilities

​

 

29,913

​

 

28,462

​

 

605,101

Repayments under revolving credit facilities

​

 

(32,256)

​

 

(30,125)

​

 

(607,549)

Repayments of debt

​

​

(40,000)

​

​

(29)

​

​

(38,719)

Repayment of debt on behalf of investee

​

​

(6,303)

​

​

—

​

​

—

Contingent consideration payments and other

​

​

(4,868)

​

​

(6,262)

​

​

(2,856)

Proceeds from issuance of common stock

​

 

2,811

​

 

2,750

​

 

2,769

Dividends paid to shareholders

​

 

(80,782)

​

 

(68,238)

​

 

(58,860)

Distributions to noncontrolling interest

​

​

(11,848)

​

​

(7,355)

​

​

(12,024)

Purchase of remaining noncontrolling interest of subsidiary

​

​

(4,902)

​

​

—

​

​

—

Payments to taxing authorities in connection with shares directly withheld from employees

​

​

(17,838)

​

​

—

​

​

—

Repurchase of common stock

​

 

(141,120)

​

 

(82,149)

​

 

(95,774)

Other

​

 

73

​

 

86

​

 

(2,298)

NET CASH USED IN FINANCING ACTIVITIES

​

 

(307,120)

​

 

(162,860)

​

 

(210,210)

Effect of exchange rate changes on cash

​

 

(7,363)

​

 

5,767

​

 

979

NET CHANGE IN CASH AND CASH EQUIVALENTS

​

 

57,338

​

 

562,633

​

 

268,400

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR

​

 

1,122,256

​

 

559,623

​

 

291,223

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD

​

$

1,179,594

​

$

1,122,256

​

$

559,623

RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:

​

​

​

​

​

​

​

​

​

Cash and cash equivalents, beginning of period

​

$

1,118,329

​

$

559,397

​

$

286,662

Restricted cash, beginning of period

​

​

3,927

​

​

226

​

​

4,561

Cash, cash equivalents, and restricted cash, beginning of period

​

$

1,122,256

​

$

559,623

​

$

291,223

Cash and cash equivalents, end of period

​

$

1,171,828

​

$

1,118,329

​

$

559,397

Restricted cash, end of period

​

​

7,766

​

​

3,927

​

​

226

Cash, cash equivalents, and restricted cash, end of period

​

$

1,179,594

​

$

1,122,256

​

$

559,623

SUPPLEMENTAL INFORMATION:

​

​

​

  

​

​

  

​

​

Interest paid

​

$

12,762

​

$

12,736

​

$

13,953

Income taxes paid

​

 

128,115

​

 

158,145

​

 

274,616

NON-CASH INVESTING ACTIVITIES:

​

​

​

  

​

​

  

​

​

Capital expenditures included in accounts payable

​

$

3,485

​

$

3,178

​

 

3,185

NON-CASH FINANCING ACTIVITIES:

​

​

​

​

​

​

​

​

​

Common stock issued under deferred compensation plans

​

$

11,920

​

$

10,978

​

$

9,282

See notes to consolidated financial statements

​

​

44

UFP INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OPERATIONS

We are a holding company whose subsidiaries supply products primarily made from wood, wood and non-wood composites, and other materials to three markets: retail, construction and packaging. Founded in 1955, we are headquartered in Grand Rapids, Michigan, with affiliates throughout the United States, Mexico, Canada, Spain, India, United Arab Emirates and Australia.

PRESENTATION CURRENCY

The accompanying consolidated financial statements are presented in United States dollars (“US dollars” or “USD”), unless otherwise indicated.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the Securities and Exchange Commission (the "SEC"), represent our assets and liabilities and operating results. The consolidated financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships. All significant intercompany balances and transactions have been eliminated in consolidation.

We consolidate entities in which we have a controlling financial interest. In determining whether we have a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we consider factors such as ownership interest, board representation, management representation, authority to make decisions, and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity (“VIE”) and whether we are the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary beneficiary is required to consolidate the VIE. We account for unconsolidated VIEs using the equity method of accounting.

As a result of the investment in Dempsey on June 27, 2022, we own 50% of the issued equity of that entity, and the remaining 50% of the issued equity is owned by the previous owners (“Sellers”). The investment in Dempsey is an unconsolidated variable interest entity and we have accounted for it using the equity method of accounting because we do not have a controlling financial interest in the entity. Per the contracts, the Sellers have a put right to sell their equity interest to us for $50 million and we have a call right to purchase the Seller’s equity interest for $70 million, which are both first exercisable in June 2025 and expire in June 2030. As of December 28, 2024, the carrying value of our investment in Dempsey is $56.4 million and is recorded in Other Assets. Our maximum exposure to loss consists of our investment amount and any contingent loss that may occur in the future as a result of a change in the fair value of Dempsey relative to the strike price of the put option.

NONCONTROLLING INTEREST IN SUBSIDIARIES

Noncontrolling interest in results of operations of consolidated subsidiaries represents the noncontrolling shareholders’ share of the income or loss of various consolidated subsidiaries. The noncontrolling interest reflects the original investment by these noncontrolling shareholders combined with their proportional share of the earnings or losses of these subsidiaries, net of distributions paid.

45

FISCAL YEAR

Our fiscal year is a 52 or 53 week period, ending on the last Saturday of December. Unless otherwise stated, references to 2024, 2023, and 2022 relate to the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, respectively. Fiscal years 2024 and 2023 were comprised of 52 weeks and fiscal year 2022 was comprised of 53 weeks.

FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS

We follow ASC Topic 820, Fair Value Measurements and Disclosures, which provides a consistent definition of fair value, focuses on exit price, prioritizes the use of market-based inputs over entity-specific inputs for measuring fair value and establishes a three-tier hierarchy for fair value measurements. This topic requires fair value measurements to be classified and disclosed in one of the following three categories:

●Level 1 — Financial instruments with unadjusted, quoted prices listed on active market exchanges.
●Level 2 — Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. Financial instrument values are determined using prices for recently traded financial instruments with similar underlying terms and direct or indirect observational inputs, such as interest rates and yield curves at commonly quoted intervals.
●Level 3 — Financial instruments not actively traded on a market exchange and there is little, if any, market activity. Values are determined using significant unobservable inputs or valuation techniques.

Our investment portfolio includes restricted investments within our wholly-owned subsidiary, Ardellis Insurance Ltd. There are $39.1 million and $24.8 million of restricted investments recorded as of December 28, 2024 and December 30, 2023, respectively.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash and highly liquid investments purchased with an original maturity of three  onths or less.

INVESTMENTS

Investments are deemed to be "available for sale" and are, accordingly, carried at fair value being the quoted market value.

ACCOUNTS RECEIVABLE AND ALLOWANCES

We perform periodic credit evaluations of our customers and generally do not require collateral. Accounts receivable are due under a range of terms we offer to our customers. Discounts are offered, in most instances, as an incentive for early payment.

We base our allowances related to receivables on historical credit and collections experience, reasonable and supportable forecasts, and the specific identification of other potential problems, including the general economic climate. Actual collections can differ, requiring adjustments to the allowances. Individual accounts receivable balances are evaluated on a monthly basis, and those balances considered uncollectible are charged to the allowance.

46

The following table presents the activity in our accounts receivable allowances (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

Additions

    

​

​

    

​

​

​

​

​

​

​

Charged to

​

​

​

​

​

​

​

​

Beginning

​

Costs and

​

​

​

Ending

​

​

Balance

​

Expenses

​

Deductions*

​

Balance

Year Ended December 28, 2024:

 

​

  

 

​

  

 

​

  

 

​

  

Allowance for possible losses on accounts receivable

​

$

5,133

​

$

65,463

​

$

(66,392)

​

$

4,204

Year Ended December 30, 2023:

​

 

  

​

 

  

​

 

  

​

 

  

Allowance for possible losses on accounts receivable

​

$

11,727

​

$

56,522

​

$

(63,116)

​

$

5,133

Year Ended December 31, 2022:

​

 

  

​

 

  

​

 

  

​

 

  

Allowance for possible losses on accounts receivable

​

$

5,085

​

$

79,862

​

$

(73,220)

​

$

11,727

*

Includes accounts charged off, discounts given to customers and actual customer returns and allowances.

We record estimated sales returns, discounts, and other applicable adjustments as a reduction of net sales in the same period revenue is recognized.

Accounts receivable retainage amounts related to long term construction contracts totaled $8.6 million and $8.2 million as of December 28, 2024 and December 30, 2023, respectively. All amounts are expected to be collected within 18 months. Concentration of accounts receivable related to our two largest customers totaled $112.1 million and $118.0 million as of December 28, 2024 and December 30, 2023, respectively.

RECENTLY ISSUED ACCOUNTING GUIDANCE

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. This ASU provides guidance to expand disclosures related to the disaggregation of income statement expenses. Also, this ASU requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. ASU 2025-01 is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. We are currently evaluating the impact of adopting this guidance on the financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which is intended to enhance the transparency, decision usefulness and effectiveness of income tax disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The amendments are effective prospectively for annual periods beginning after December 15, 2024. Although the ASU only modifies our required income tax disclosures, we are currently evaluating the impact of adopting this guidance on the consolidated financial statements.

47

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment's profit or loss to assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker ("CODM"), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We have adopted this new standard in 2024. Our  disclosures required by the new standard have been provided and updated retrospectively for all periods presented. Refer to Note M — Segment Reporting.

INVENTORIES

Inventories are stated at the lower of cost or net realizable value. The cost of inventories includes raw materials, direct labor, and manufacturing overhead and is determined using the weighted average cost method. Raw materials consist primarily of unfinished wood products and other materials expected to be manufactured or treated prior to sale, while finished goods represent various manufactured and treated wood products ready for sale. We have inventory on consignment at customer locations valued at $21.8 million as of December 28, 2024 and $23.2 million as of December 30, 2023.

We write down the value of inventory, the impact of which is reflected in cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income, if the cost of specific inventory items on hand exceeds the amount we expect to realize from the ultimate sale or disposal of the inventory. These estimates are based on management's judgment regarding future demand and market conditions and analysis of historical experience.

48

PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment are stated at cost. Expenditures for renewals and betterments are capitalized, and maintenance and repairs are expensed as incurred. The components of property, plant and equipment as of December 28, 2024 and December 30, 2023 were as follows:

​

​

​

​

​

​

​

​

​

​

Year Ended

​

    

December 28,

    

December 30,

​

​

2024

​

2023

Land and improvements

 

$

200,732

​

$

185,188

Building and improvements

​

​

430,795

​

​

400,232

Machinery and equipment

​

​

977,631

​

​

884,880

Furniture and fixtures

​

 

35,060

​

​

26,275

Construction in progress

​

 

105,993

​

​

62,729

Total Property, Plant and Equipment, Gross

​

$

1,750,211

​

$

1,559,304

​

Amortization of assets held under finance leases is included in depreciation and amortized over the shorter of the estimated useful life of the asset or the lease term. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets as follows:

​

​

​

​

Land improvements

    

5 to 15 years

Buildings and improvements

 

10 to 32 years

Machinery, equipment and office furniture

 

2 to 20 years

​

Software costs are included in machinery and equipment on the balance sheet with gross amounts and accumulated amortization totaling $5.0 million and $4.8 million as of December 28, 2024, and $5.8 million and $5.7 million as of December 30, 2023, respectively.

LONG-LIVED ASSETS

In accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), when an indicator of potential impairment exists, we evaluate the recoverability of our long-lived assets by determining whether unamortized balances could be recovered through undiscounted future operating cash flows over the remaining lives of the assets. If the sum of the expected future cash flows was less than the carrying value of the assets, an impairment loss would be recognized for the excess of the carrying value over the fair value.

GOODWILL

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets of acquired businesses. Goodwill and intangible assets deemed to have indefinite lives are not amortized and are subject to impairment tests at least annually in accordance with ASC 350, Intangibles-Goodwill and Other. We review the carrying amounts of goodwill and other non-amortizable intangibles by reporting unit to determine if such assets may be impaired. As of the date of the most recent goodwill impairment test, which utilized data and assumptions as of September 28, 2024, it was determined that the fair values exceeded the carrying values and there were no indicators for impairment for all of our reporting units. In the fourth quarter of 2022, we recorded a non-cash goodwill impairment charge of $2.5 million related to the Italian reporting unit within our all other segment. Subsequently, the Italian reporting unit was divested in 2023. We believe we have sufficient available information, both current and historical, to support our assumptions, judgments and estimates used in the goodwill impairment test.

Our annual testing date for evaluating goodwill and indefinite-lived intangible asset impairment is the first day of our fourth fiscal quarter for all reporting units. Additionally, we review various triggering events throughout the year to determine whether a mid-year impairment analysis is required.

49

FOREIGN CURRENCY

Our foreign operations use the local currency as their functional currency. Accordingly, assets and liabilities are translated at exchange rates as of the balance sheet date and revenues and expenses are translated using weighted average rates, with translation adjustments included as a separate component of shareholders’ equity. Gains and losses arising from re-measuring foreign currency transactions are included in earnings.

INSURANCE RESERVES

Our wholly-owned insurance company, Ardellis Insurance Ltd.(“Ardellis”), was incorporated on April 21, 2001 under the laws of Bermuda and is licensed as a Class 3A insurer under the Insurance Act 1978 of Bermuda.  On April 14, 2017 the U.S. Branch of Ardellis Insurance Ltd. was granted its Certificate of Authority to transact property and casualty insurance lines as an admitted carrier in the State of Michigan.

We are primarily self-insured for certain employee health benefits, and have self-funded retentions for general liability, automobile liability, property and workers’ compensation. We are fully self-insured for environmental liabilities. The general liability, automobile liability, property, workers’ compensation, and certain environmental liabilities are managed through Ardellis; the related assets and liabilities are included in the consolidated financial statements as of December 28, 2024 and December 30, 2023. Our policy is to accrue amounts equal to actuarially determined or internally computed liabilities. The actuarial and internal valuations are based on historical information along with certain assumptions about future events. Changes in assumptions for such matters as legal actions, medical cost trends, and changes in claims experience could cause these estimates to change in the future.

In addition to providing coverage for the Company, Ardellis provides Excess Loss Insurance (primarily medical and prescription drug) and Excess General Liability and Property Insurance to certain third parties. As of December 28, 2024, Ardellis had 232 such contracts in place. Reserves associated with these contracts were $12.1 million at December 28, 2024, and $7.5 million at December 30, 2023, and are accrued based on third party actuarial valuations of the expected future liabilities.

INCOME TAXES

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred income tax assets and liabilities.

REVENUE RECOGNITION

Within the three primary segments (Retail, Packaging, and Construction) that the Company operates, there are a variety of written agreements governing the sale of our products and services. The transaction price is stated at the purchase order level, which includes shipping and/or freight costs and any applicable governmental authority taxes. The majority of our contracts have a single performance obligation concentrated around the delivery of goods to the carrier, Free On Board (FOB) shipping point. Therefore, revenue is recognized when this performance obligation is satisfied. Generally, title and control passes at the time of shipment. In certain circumstances, the customer takes title when the shipment arrives at the destination. However, our shipping process is typically completed the same day.

Certain customer products that we provide require installation by the Company or a third party. Installation revenue is recognized upon completion. If we use a third party for installation, the party will act as an agent to us until completion of the installation. Installation revenue represents an immaterial share of our total net sales.

50

We utilize rebates, credits, discounts and/or cash-based incentives with certain customers which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable consideration. The allocation of these costs are applied at the invoice level and recognized in conjunction with revenue. Additionally, returns and refunds are estimated on a historical and expected basis which is a reduction of revenue recognized.

Earnings on construction contracts are reflected in operations using over time accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations, which is in accordance with ASC 606 as revenue is recognized when certain performance obligations are performed. Under over time accounting using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred relative to the total estimated costs. Under over time accounting using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced relative to the total number of units. Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known. Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent.

Our construction contracts are generally entered into with a fixed price, and completion of the projects can range from 6 to 18 months in duration. Therefore, our operating results are impacted by, among many other things, labor rates and commodity costs. During the year, we update our estimated costs to complete our projects using current labor and commodity costs and recognize losses to the extent that they exist.

The following table presents our net sales disaggregated by revenue source (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

    

December 28,

    

December 30,

​

December 31,

    

2024 vs. 2023

​

2023 vs. 2022

​

​

2024

​

2023

​

2022

​

% Change

​

% Change

Point in Time Revenue

​

$

6,489,190

​

$

7,069,690

​

$

9,442,794

 

(8.2)%

​

(25.1)%

Over Time Revenue

​

 

163,119

​

​

148,694

​

​

183,945

 

9.7%

​

(19.2)%

Total Net Sales

​

$

6,652,309

​

$

7,218,384

​

$

9,626,739

 

(7.8)%

​

(25.0)%

​

The Construction segment comprises the construction contract revenue shown above. Construction contract revenue is primarily made up of site-built and framing customers.

The following table presents the balances of over time accounting accounts on December 28, 2024 and December 30, 2023 which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands):

​

​

​

​

​

​

​

​

​

​

December 28,

​

December 30,

​

    

2024

    

2023

Cost and Earnings in Excess of Billings

    

$

7,478

    

$

3,572

Billings in Excess of Cost and Earnings

​

 

6,483

 

 

9,487

​

SHIPPING AND HANDLING OF PRODUCT

Shipping and handling costs that are charged to and reimbursed by the customer are recognized as revenue. Costs incurred related to the shipment and handling of products are classified in cost of goods sold.

SHARE-BASED COMPENSATION

We account for share-based awards in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”), which requires recognition of share-based compensation costs in financial statements based on fair value. Compensation cost is recognized over the period during which an employee is required to provide services in exchange for the award (the requisite service period). Forfeitures are recognized as they occur.

51

EARNINGS PER SHARE

Earnings per share (“EPS”) is computed using the two-class method. The two-class method determines EPS for each class of common stock and participating securities according to dividends and their respective participation rights in undistributed earnings. Participating securities include non-vested shares of restricted stock in which the participants have non-forfeitable rights to dividends during the performance period. EPS, basic and diluted, is calculated by dividing net earnings attributable to controlling interest, net of applicable taxes, by the weighted average number of shares of common stock outstanding for the period. The computation of EPS is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

December 28,

    

December 30,

    

December 31,

​

​

2024

​

2023

​

2022

Numerator:

 

​

  

 

​

  

 

​

  

Net earnings attributable to controlling interest

​

$

414,560

​

$

514,312

​

$

692,651

Adjustment for earnings allocated to non-vested restricted common stock equivalents

​

 

(16,096)

​

 

(25,139)

​

 

(27,488)

Net earnings for calculating EPS

​

$

398,464

​

$

489,173

​

$

665,163

Denominator:

​

 

  

​

 

  

​

 

  

Weighted average shares outstanding

​

 

61,402

​

 

62,683

​

 

62,667

Adjustment for non-vested restricted common stock equivalents

​

 

(2,648)

​

 

(3,064)

​

 

(2,487)

Shares for calculating basic EPS

​

 

58,754

​

 

59,619

​

 

60,180

Effect of dilutive restricted common stock equivalents

​

 

124

​

 

1,020

​

 

473

Shares for calculating diluted EPS

​

 

58,878

​

 

60,639

​

 

60,653

Net earnings per share:

​

 

  

​

 

  

​

 

  

Basic

​

$

6.78

​

$

8.21

​

$

11.05

Diluted

​

$

6.77

​

$

8.07

​

$

10.97

​

USE OF ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. We believe our estimates to be reasonable; however, actual results could differ from these estimates.

52

B.FAIR VALUE

We apply the provisions of ASC 820, Fair Value Measurements and Disclosures, to assets and liabilities measured at fair value. Assets and liabilities measured at fair value are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 28, 2024

​

December 30, 2023

​

​

Quoted

​

Prices with

​

​

​

​

​

​

​

Quoted

​

Prices with

​

​

​

​

​

​

​

​

Prices in

​

Other

​

​

Prices with

​

​

​

​

Prices in

​

Other

​

​

Prices with

​

​

​

​

​

Active

​

Observable

​

​

Unobservable

​

​

​

​

Active

​

Observable

​

​

Unobservable

​

​

​

​

​

Markets

​

Inputs

​

​

Inputs

​

​

​

​

Markets

​

Inputs

​

​

Inputs

​

​

​

​

    

(Level 1)

    

(Level 2)

    

​

(Level 3)

​

Total

    

(Level 1)

    

(Level 2)

    

​

(Level 3)

    

Total

Money market funds

​

$

356,700

​

$

21,150

​

$

—

    

$

377,850

    

$

492,800

    

$

6,133

​

$

—

    

$

498,933

Fixed income funds

​

 

5,272

​

​

33,076

​

​

—

 

 

38,348

​

 

5,112

​

 

18,976

​

​

—

 

 

24,088

Treasury securities

​

​

344

​

​

—

​

​

—

​

​

344

​

​

344

​

​

—

​

​

—

​

​

344

Equity securities

​

 

16,431

​

​

—

​

​

26,000

 

 

42,431

​

 

16,411

​

 

—

​

​

10,500

 

 

26,911

Alternative investments

​

​

—

​

​

—

​

​

4,044

​

​

4,044

​

​

—

​

​

—

​

​

4,052

​

​

4,052

Mutual funds:

​

​

​

​

​

​

​

​

​

 

​

​

  

​

​

  

​

​

​

​

​

 

​

​

Domestic stock funds

​

 

9,534

​

​

—

​

​

—

 

 

9,534

​

 

13,330

​

 

—

​

​

—

 

 

13,330

International stock funds

​

 

641

​

​

—

​

​

—

 

 

641

​

 

509

​

 

—

​

​

—

 

 

509

Target funds

​

 

10

​

​

—

​

​

—

 

 

10

​

 

9

​

 

—

​

​

—

 

 

9

Bond funds

​

 

6

​

​

—

​

​

—

 

 

6

​

 

5

​

 

—

​

​

—

 

 

5

Alternative funds

​

​

477

​

​

—

​

​

—

​

​

477

​

​

474

​

​

—

​

​

—

​

​

474

Total mutual funds

​

 

10,668

​

 

—

​

​

—

 

 

10,668

​

 

14,327

​

 

—

​

​

—

 

 

14,327

Total

​

$

389,415

​

$

54,226

​

$

30,044

​

$

473,685

​

$

528,994

​

$

25,109

​

$

14,552

​

$

568,655

​

From the assets measured at fair value as of December 28, 2024, listed in the table above, $377.4 million of money market funds are held in Cash and Cash Equivalents, $31.0 million of mutual funds, equity securities, and alternative investments are held in Investments, $26.0 million of equity securities are held in Other Assets, $0.2 million of mutual funds are held in Other Assets for our deferred compensation plan, and $38.7 million of fixed income funds and $0.4 million of money market funds are held in Restricted Investments. As of December 30, 2023, $34.8 million of mutual funds, equity securities, and alternative investments were held in Investments, $498.5 million of money market funds were held in Cash and Cash Equivalents, $10.5 million of equity securities are held in Other Assets, $0.1 million of mutual funds were held in Other Assets for our deferred compensation plan, and $24.4 million of fixed income funds and $0.4 million of money market funds were held in Restricted Investments.

We maintain money market, mutual funds, bonds, and/or equity securities in our non-qualified deferred compensation plan, our wholly owned licensed captive insurance company, and assets held in financial institutions. These funds are valued at prices quoted in an active exchange market and are included in “Cash and Cash Equivalents”, “Investments”, “Other Assets”, and “Restricted Investments”. We have elected not to apply the fair value option under ASC 825, Financial Instruments, to any of our financial instruments except for those expressly required by U.S. GAAP.

We made $15.5 million and $10.5 million of investments through our Innov8 Fund during 2024 and 2023, respectively, which is designed to invest in emerging projects, services, and technologies. These investments are valued as Level 3 assets and are categorized as “Equity securities.”

53

In accordance with our investment policy, our wholly-owned company, Ardellis Insurance Ltd. ("Ardellis"), maintains an investment portfolio, totaling $69.8 million and $59.2 million as of December 28, 2024 and December 30, 2023, respectively, which has been included in the aforementioned table of total investments. This portfolio consists of domestic and international equity securities, alternative investments, and fixed income bonds.

Ardellis’ available for sale investment portfolio, including funds held with the State of Michigan, consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 28, 2024

​

December 30, 2023

​

​

​

​

Unrealized

​

​

​

​

​

Unrealized

​

​

​

    

Cost

    

Gain (Loss)

    

Fair Value

    

Cost

    

Gain (Loss)

    

Fair Value

Fixed income

​

$

39,645

​

$

(1,297)

  

$

38,348

​

$

25,514

    

$

(1,426)

  

$

24,088

Treasury securities

​

​

344

​

​

—

​

​

344

​

​

344

​

​

—

​

​

344

Equity

​

 

13,161

​

​

3,270

  

 

16,431

​

 

13,523

​

​

2,888

  

 

16,411

Mutual funds

​

​

8,549

​

​

2,064

​

​

10,613

​

​

12,348

​

​

1,934

​

​

14,282

Alternative investments

​

​

3,321

​

​

723

​

​

4,044

​

​

3,211

​

​

841

​

​

4,052

Total

​

$

65,020

​

$

4,760

  

$

69,780

​

$

54,940

​

$

4,237

  

$

59,177

​

Our fixed income investments consist of a blend of US Government and Agency bonds and investment grade corporate bonds with varying maturities. Our equity investments consist of small, mid, and large cap growth and value funds, as well as international equity. Our mutual fund investments consist of domestic and international stock. Our alternative investments consist of a private real estate income trust which is valued as a Level 3 asset. The net pre-tax unrealized gain was $4.8 million and $4.2 million as of December 28, 2024 and December 30, 2023. Carrying amounts above are recorded in the investments and restricted investments line items within the balance sheet as of December 28, 2024 and December 30, 2023.

C.BUSINESS COMBINATIONS

We completed the following business combinations in fiscal 2024 and 2023, which were accounted for using the purchase method (in thousands).

​

​

​

​

​

​

​

​

​

​

​

​

​

Net 

​

Company

Acquisition 

​

Intangible 

Tangible 

Operating

Name

Date

Purchase Price

Assets

Assets

Segment

​

December 23, 2024

$29,830
consideration for 100% asset purchase

$

12,650

$

17,180

Packaging

C&L Wood Products (C&L)

Located in Hartselle, AL and founded in 1975, C&L is a manufacturer of quality pallets, mulch, and other wood products. The company had trailing 12-month sales of approximately $25 million through November 2024.

​

September 20, 2023

$52,841
consideration for 80% stock purchase, net of acquired cash

$

43,785

$

9,056

International

UFP Palets y Embalajes SL (UFP Palets)

Headquartered in Castellón, Spain, UFP Palets (formerly known as Palets Suller Group) is the market leader in machine-built wood pallets, serving the region's large ceramic tile industry. The company had trailing 12-month sales of approximately $38 million through August 2023.

​

On August 8, 2024 we purchased the remaining 20% equity interest in UFP Palets from Palets Suller, SL.

The intangible assets for each acquisition were finalized and allocated to their respective identifiable intangible asset and goodwill accounts during 2024, , except for the acquisition of C&L. In aggregate, acquisitions made during 2024 and 2023, contributed approximately $17.9 million in net sales and $5.2 million in operating loss during 2024.

54

The amounts assigned to major intangible classes for the business combinations mentioned above are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Non-

    

​

    

​

    

​

​

    

​

​

    

​

​

    

Intangibles -

​

​

Compete

​

​

​

​

​

Customer

​

​

​

​

​

​

Tax

​

​

Agreements

​

Technology

​

Patents

​

Relationships

​

Tradename

​

Goodwill

​

Deductible

UFP Palets

​

$

—

​

$

—

​

$

—

​

$

36,708

​

$

—

​

$

7,077

​

$

43,785

C&L

​

​

—

​

​

—

​

​

—

​

​

6,945

​

​

—

​

​

5,705

​

​

12,650

​

The business combinations described above were not significant to our operating results individually or in aggregate, and thus pro forma results for 2024 and 2023 are not presented.

D.GOODWILL AND OTHER INTANGIBLE ASSETS

As described in Note M — Segment Reporting, our segment structure is based upon the markets we serve and goodwill has been allocated to the segments using a relative fair value approach. The changes in the net carrying amount of goodwill by reporting segment for the years ended December 28, 2024 and December 30, 2023, are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Retail

    

Packaging

    

Construction

    

All Other

    

Corporate

    

Total

Balance as of December 31, 2022

 

$

85,114

 

$

148,909

 

$

87,670

 

$

15,627

​

$

—

 

$

337,320

2023 Acquisitions

 

​

—

​

​

—

​

​

—

​

​

7,077

​

​

—

 

​

7,077

2023 Purchase Accounting Adjustments

​

​

(979)

​

​

(7,867)

​

​

—

​

​

—

​

​

—

​

​

(8,846)

Foreign Exchange, Net

 

​

69

​

​

—

​

​

135

​

​

558

​

​

—

 

​

762

Balance as of December 30, 2023

 

$

84,204

 

$

141,042

 

$

87,805

 

$

23,262

​

$

—

 

$

336,313

2024 Acquisitions

 

​

—

​

​

5,705

​

​

—

​

​

—

​

​

—

 

​

5,705

Foreign Exchange, Net

 

​

(88)

​

​

—

​

​

(404)

​

​

(1,687)

​

​

—

 

​

(2,179)

Balance as of December 28, 2024

​

$

84,116

 

$

146,747

​

$

87,401

​

$

21,575

​

$

—

​

$

339,839

​

As of the date of the most recent goodwill impairment test, which utilized data and assumptions as of September 28, 2024, all reporting units had fair values that were substantially in excess of their carrying values.

Indefinite-lived intangible assets totaled $7.3 million as of December 28, 2024 and December 30, 2023 related to the commercial unit within the Construction segment, the international unit within the All Other segment, and the Deckorators unit within the Retail segment.

55

The following amounts were included in other amortizable intangible assets, net as of December 28, 2024 and December 30, 2023 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

​

2023

​

    

​

​

    

Accumulated

    

​

​

    

​

​

    

Accumulated

    

​

​

​

​

Assets

​

Amortization

​

Net Value

​

Assets

​

Amortization

​

Net Value

Non-compete agreements

​

$

8,908

​

$

(6,332)

​

$

2,576

​

$

9,886

​

$

(5,966)

​

$

3,920

Customer relationships and other

​

 

165,633

​

 

(51,645)

​

​

113,988

​

 

171,029

​

 

(43,403)

​

​

127,626

Patents

​

 

1,602

​

 

(988)

​

​

614

​

 

1,622

​

 

(898)

​

​

724

Technology

​

​

12,600

​

​

(3,406)

​

​

9,194

​

​

12,600

​

​

(2,173)

​

​

10,427

Tradename

​

​

36,946

​

​

(15,085)

​

​

21,861

​

​

39,831

​

​

(12,320)

​

​

27,511

Software

​

​

8,605

​

​

(4,340)

​

​

4,265

​

​

7,666

​

​

(2,679)

​

​

4,987

Total

​

$

234,294

​

$

(81,796)

​

$

152,498

​

$

242,634

​

$

(67,439)

​

$

175,195

​

Amortization is computed principally by the straight-line method over the estimated useful lives of the intangible assets as follows:

​

​

​

​

​

​

​

    

​

    

Weighted Average

Intangible Asset Type

​

Estimated Useful Life

​

Amortization Period

Non-compete agreements

 

2 to 15 years

 

7.7 years

Customer relationships and other

 

5 to 15 years

 

10.3 years

Patents

​

10 years

​

10 years

Technology

​

5 to 12 years

​

11 years

Tradename (amortizable)

 

5 to 25 years

 

10.8 years

Software

​

3 to 5 years

​

3.1 years

​

Amortization expense of intangibles totaled $23.5 million, $21.3 million and $19.5 million in 2024, 2023 and 2022, respectively. The estimated amortization expense for intangibles for each of the five succeeding fiscal years is as follows (in thousands):

​

​

​

​

​

2025

    

$

23,222

2026

​

 

20,825

2027

​

 

19,103

2028

​

 

17,942

2029

​

 

17,144

Thereafter

​

 

54,262

Total

​

$

152,498

​

​

E.DEBT

As of December 6, 2022, we entered into a five-year, $750 million unsecured revolving credit facility with a syndicate of U.S. banks.  This facility includes up to $60 million which may be advanced in the form of letters of credit, and up to $100 million (U.S. dollar equivalent) which may be advanced in Canadian dollars, Australian dollars, Sterling, Euros and such other foreign currencies as may subsequently be agreed upon among the parties. Cash borrowings are charged interest based upon an index selected by the Company, plus a margin that is determined based upon the index selected and upon the financial performance of the Company and certain of its subsidiaries. We are charged a facility fee on the entire amount of the lending commitment, at a per annum rate ranging from 15.0 to 30.0 basis points, also determined based upon our performance. The facility fee is payable quarterly in arrears.

56

Outstanding letters of credit extended on our behalf on December 28, 2024 and December 30, 2023 aggregated $39.7 million and $47.8 million. These letters of credit are comprised of $37.3 million issued under the revolving credit facility, including approximately $3.3 million related to industrial development revenue bonds, and $2.3 million issued outside of the facility. We had no amount outstanding on the revolver at December 28, 2024, and an outstanding balance on the revolver of $3.7 million, which includes foreign subsidiary borrowings, at December 30, 2023. After considering letters of credit, we had $712.7 million and $709.0 million in remaining availability on the revolver on December 28, 2024, and December 30, 2023, respectively. Letters of credit have one-year terms, include an automatic renewal clause, and are charged an annual interest rate of 112.5 to 122.5 basis points, based upon our financial performance.

Long-term debt obligations are summarized as follows on December 28, 2024 and December 30, 2023 (amounts in thousands):

​

​

​

​

​

​

​

​

​

    

2024

    

2023

Series 2020 Senior Notes E, due on August 10, 2032, interest payable semi-annually at 3.04%

​

$

50,000

​

$

50,000

Series 2020 Senior Notes F, due on August 10, 2033, interest payable semi-annually at 3.08%

​

​

50,000

​

​

50,000

Series 2020 Senior Notes G, due on August 10, 2035, interest payable semi-annually at 3.15%

​

​

50,000

​

​

50,000

Series 2018 Senior Notes C, due on June 14, 2028, interest payable semi-annually at 4.20%

​

​

40,000

​

​

40,000

Series 2018 Senior Notes D, due on June 14, 2030, interest payable semi-annually at 4.27%

​

 

35,000

​

 

35,000

Series 2012 Senior Notes Tranche B, due on December 17, 2024, interest payable semi-annually at 3.98%

​

 

—

​

 

40,000

Foreign subsidiary borrowings under revolving credit facility, due on December 6, 2027, interest payable monthly at a floating rate (5.44% on December 30, 2023)

​

​

—

​

​

3,692

Series 1999 Industrial Development Revenue Bonds, due on August 1, 2029, interest payable monthly at a floating rate (3.32% on December 28, 2024 and 3.33% on December 30, 2023)

​

 

3,300

​

 

3,300

Finance leases and foreign affiliate debt

​

 

5,732

​

 

4,592

​

​

 

234,032

​

 

276,584

Less current portion

​

 

(4,125)

​

 

(42,900)

Less debt issuance costs

​

 

(77)

​

 

(150)

Long-term portion

​

$

229,830

​

$

233,534

​

Financial covenants on the unsecured revolving credit facility and unsecured notes include minimum interest coverage tests and a maximum leverage ratio. The agreements also restrict the amount of additional indebtedness we may incur and the amount of assets which may be sold among other industry standard covenants. We were within all of our lending requirements on December 28, 2024 and December 30, 2023.

On December 28, 2024, the principal maturities of long-term debt and finance lease obligations are as follows (in thousands):

​

​

​

​

​

2025

    

$

4,093

2026

​

 

291

2027

​

 

456

2028

​

 

40,246

2029

​

 

3,575

Thereafter

​

 

185,294

Total

​

$

233,955

​

57

On December 28, 2024, the estimated fair value of our long-term debt, including the current portion, was $201.2 million, which was $32.8 million less than the carrying value. The estimated fair value is based on rates anticipated to be available to us for debt with similar terms and maturities. We consider the valuations of our long-term debt, including the current portion, to be Level 2 liabilities which rely on quoted prices in markets that are not active or observable inputs over the full term of the liability.

F.LEASES

We determine if an arrangement is a lease at inception. We lease certain real estate under non-cancelable operating lease agreements with typical original terms ranging from one to ten years. We are required to pay real estate taxes and other occupancy costs under certain leases, which are variable in nature and not included in the right of use asset or lease liability. Certain leases carry renewal options of five to fifteen years. We believe that future leases will likely have similar terms. We also lease motor vehicles, equipment, and an aircraft under operating lease agreements for periods of one to ten years. We do not typically enter into leases with residual value guarantees. There were no restrictions or covenants imposed by any lease agreements.

We believe finance leases have no significant impact to our consolidated balance sheet and statement of earnings as of December 28, 2024.

As of December 28, 2024, we have no leases that have not yet commenced that would significantly impact our financial position.

There were no lease transactions between related parties as of December 28, 2024.

The rates implicit in our leases are primarily not readily available. To determine the discount rate used to present value the lease payments, we utilize the 7-year treasury note rate plus a blend of rate spreads associated with our 10 to 15 year senior notes along with estimated spreads based on current market conditions. We feel the determined rate is a reasonable representation of our lease population.

Lease costs under non-cancelable operating leases on December 28, 2024 and December 30, 2023 are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

​

​

2023

Operating lease cost

​

$

39,914

​

$

33,829

Short-term lease cost

​

 

8,461

​

 

9,525

Variable lease cost

​

 

6,373

​

 

6,332

Sublease income

​

 

(2,468)

​

 

(2,267)

Total lease cost

​

$

52,280

​

$

47,419

​

Rent expense was approximately $54.7 million, $49.7 million, and $48.2 million in 2024, 2023, and 2022, respectively.

The amounts paid for operating leases, included in the measurement of lease liabilities, were $35.2 million in the year ended December 28, 2024 and $32.4 million in the year ended December 30, 2023. In addition, right-of-use assets obtained in exchange for new operating lease liabilities were approximately $45.6 million and $35.4 million, respectively, for the years ended December 28, 2024 and December 30, 2023.

58

Future minimum payments under non-cancelable operating leases on December 28, 2024 are as follows (in thousands):

​

​

​

​

​

​

    

Operating

​

​

Leases

2025

​

$

33,151

2026

​

 

30,665

2027

​

 

21,085

2028

​

 

16,049

2029

​

 

10,527

Thereafter

​

 

33,769

Total minimum lease payments

​

$

145,246

Less present value discount

​

​

(22,281)

Total lease liability

​

$

122,965

​

As of December 28, 2024 and December 30, 2023, the weighted average lease term for operating leases was 6.91 years and 7.21 years, respectively. Similarly, the weighted average discount rate for operating leases was 4.86% and 4.53%, respectively.

​

G.DEFERRED COMPENSATION

We have a program whereby certain executives irrevocably elected to defer receipt of certain compensation in 1985 through 1988. Deferred compensation payments to these executives commenced upon their retirement. We purchased life insurance on these executives, payable to us in amounts which, if assumptions made as to mortality experience, policy dividends, and other factors are realized, will accumulate cash values adequate to reimburse us for all payments for insurance and deferred compensation obligations. The investment in life insurance contracts as of December 28, 2024 and December 30, 2023, was $12.8 million and $12.2 million, respectively, and is recorded in “Other Assets” on the Consolidated Balance Sheet.

We also maintain a non-qualified deferred compensation plan (the "Plan") for the benefit of senior management employees who may elect to defer a portion of their annual bonus payments and salaries. The Plan provides investment options similar to our 401(k) plan, including our stock. The investment in our stock is funded by the issuance of shares to a Rabbi trust, and may only be distributed in kind. Assets held by the Plan totaled approximately $0.1 million on December 28, 2024 and December 30, 2023, respectively, and are included in "Other Assets." Related liabilities totaled $67.0 million and $57.8 million on December 28, 2024 and December 30, 2023, respectively, and are included in "Other Liabilities" and "Shareholders’ Equity." Assets associated with the Plan are recorded at fair market value. The related liabilities are also recorded at fair market value, with the exception of obligations associated with investments in our stock which are recorded at the market value on the date of deferral.

H.COMMON STOCK

We maintain and administer our shareholder approved Employee Stock Purchase Plan. The Employee Stock Purchase Plan allows eligible employees to purchase shares of our stock at a share price equal to 85% of fair market value on the purchase date. We have expensed the fair value of the compensation associated with these awards, which approximates the discount. The amount of expense is nominal.

59

We maintain and administer our shareholder approved Director Compensation Plan. The Director Compensation Plan allows eligible members of the Board of Directors to defer the cash portion of their retainer and committee fees, credited in the form of stock units, and receive shares of our stock at the time of or following their retirement, disability or death. The number of shares to be received is equal to the amount of the cash portion of their retainer and committee fees deferred multiplied by 110%, divided by the fair market value of a share of our stock at the time of deferral. The number of units is increased by the amount of dividends paid on our common stock. The units are immediately vested as of the grant date, since they are considered payment for services rendered quarterly. We recognized expense for this plan of $2.0 million in 2024, $1.9 million in 2023, and $2.0 million in 2022. This plan also allows directors to defer payment of the annual retainer paid in the form of our common stock. The number of shares to be received for their portion of the retainer that is deferred is equal to the amount of shares plus the number of shares attributable to cash dividends payable on those deferred shares.

Finally, we maintain and administer our shareholder approved Long Term Stock Incentive Plan (the "LTSIP”). The LTSIP provides for the grant of stock options, stock appreciation rights, restricted stock, performance shares, sales incentive awards, and other stock-based awards.

Executive Stock Match awards are granted in the year following the requisite service period, which begins at the beginning of each fiscal year, and fully vest on the fifth anniversary of the grant date. Refer to Notes to Consolidated Financial Statements, Note G, "Deferred Compensation" for additional information on the “Plan”.

Below is a summary of common stock issuances for 2024 and 2023 (in thousands, except per share data):

​

​

​

​

​

​

​

​

    

December 28, 2024

Share Issuance Activity

 

Common Stock

​

​

Average Share Price

Shares issued under the employee stock purchase plan

​

28

​

$

118.56

​

​

​

​

​

​

Shares issued under the employee stock gift program

​

2

​

​

120.58

Shares issued under the director compensation plan

​

3

​

​

119.41

Shares issued under the LTSIP

​

352

​

​

113.49

Shares issued under the executive stock match plan

​

64

​

​

111.35

Forfeitures

​

(41)

​

​

​

Total shares issued under stock grant programs

​

380

​

$

113.20

​

​

​

​

​

​

Shares issued under the deferred compensation plans

​

104

​

$

114.48

​

​

​

​

​

​

​

​

    

December 30, 2023

Share Issuance Activity

 

Common Stock

​

​

Average Share Price

Shares issued under the employee stock purchase plan

​

33

​

$

98.20

​

​

​

​

​

​

Shares issued under the employee stock gift program

​

2

​

​

95.42

Shares issued under the director retainer stock program

​

3

​

​

92.82

Shares issued under the LTSIP

​

756

​

​

86.14

Shares issued under the executive stock grants plan

​

75

​

​

85.89

Forfeitures

​

(15)

​

​

​

Total shares issued under stock grant programs

​

821

​

$

86.16

​

​

​

​

​

​

Shares issued under the deferred compensation plans

​

124

​

$

88.43

​

60

A summary of the nonvested restricted stock awards granted under the LTSIP is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

​

    

​

​

    

Weighted-

​

​

​

​

​

​

​

Unrecognized

​

Average

​

​

​

​

Weighted-

​

Compensation

​

Period to

​

​

Restricted

​

Average Grant

​

Expense

​

Recognize

​

​

Awards

​

Date Fair Value

​

(in millions)

​

Expense

Nonvested at December 25, 2021

 

1,627,032

 

$

45.23

 

$

6.6

 

0.43 years

Granted

 

815,874

 

​

79.97

 

​

  

 

  

Vested

 

(286,661)

 

​

34.00

 

​

  

 

  

Forfeited

 

(17,990)

 

​

54.07

 

​

  

 

  

Nonvested at December 31, 2022

 

2,138,255

 

$

58.70

 

$

51.4

 

3.74 years

Granted

 

830,346

 

​

86.11

 

​

  

 

  

Vested

 

(233,763)

 

​

40.50

 

​

  

 

  

Forfeited

 

(14,001)

 

​

63.54

 

​

  

 

  

Nonvested at December 30, 2023

 

2,720,837

​

$

68.61

​

$

76.9

 

3.68 years

Granted

 

370,830

 

​

113.12

 

​

  

 

  

Vested

 

(740,505)

 

​

47.33

 

​

  

 

  

Forfeited

 

(39,777)

 

​

88.20

 

​

  

 

  

Nonvested at December 28, 2024

 

2,311,385

​

$

82.23

​

$

75.4

 

3.26 years

​

Under the Employee Stock Purchase Plan and LTSIP, we recognized share-based compensation expense of $38.2 million, $34.9 million, and $28.2 million and the related total income tax benefits of $8.5 million, $8.2 million, and $6.9 million in 2024, 2023 and 2022, respectively.

For the year-ended December 28, 2024, we have estimated that $16.9 million of share-based bonus awards will be awarded to qualified employees as it relates to the Company’s 2024 performance and granted in 2025 under the LTSIP. Awards granted generally vest after a period of five years from the grant date. In addition to the share-based bonus awards, certain employees are eligible to receive performance units if certain performance metrics are achieved after three years. We have estimated that $0.7 million of performance units will be awarded in 2025. The number of shares and performance units awarded will be determined using the share price as of the grant date on February 24, 2025. As of December 28, 2024 and December 30, 2023, we recognized approximately $2.9 million and $5.0 million, respectively, of compensation expense related to share-based bonus awards and performance units for each of those respective performance years.‬

We have a Sales Incentive Plan for certain eligible employees. Under this plan, sales incentives are determined and calculated using a formula-based approach and estimated monthly based on specific performance metrics. This Plan places a cap on cash payments with the remaining earned incentive being settled in share-based awards. For the year-ended December 28, 2024, we have estimated that $2.1 million of share-based sales incentive awards will be awarded to qualified employees based on the 2024 performance year and granted in 2025. These awards will vest after a period of five years from the grant date. The number of shares awarded will be determined using the share price as of the grant date on February 24, 2025. As of December 28, 2024 and December 30, 2023, we recognized approximately $0.3 million and $1.0 million of compensation expense related to share-based sales incentive awards for each of those respective performance years.‬

In 2024, 2023 and 2022, cash received from share issuances under our plans was $2.8 million, $2.7 million and $2.8 million, respectively.

During 2024, we repurchased 1,409,266 shares of our common stock at an average share price of $113.53. During 2023, we repurchased approximately 974,869 shares of our common stock at an average share price of $84.27. Effective July 24, 2024, our board authorized the repurchase of up to $200 million worth of shares of outstanding stock through July 31, 2025. This share authorization supersedes and replaces our prior share repurchase authorizations. As of December 28, 2024, we had remaining authorization to repurchase up to $199 million worth of shares through July 31, 2025.

61

I.RETIREMENT PLANS

We have a profit sharing and 401(k) plan for the benefit of substantially all of our employees, excluding the employees of certain wholly-owned subsidiaries. Amounts contributed to the plan are made at the discretion of the Board of Directors. We matched 25% of employee contributions in 2024, 2023, and 2022, on a discretionary basis, totaling $7.7 million, $8.8 million, and $11.7 million respectively. Included within the total employee matched contribution was an additional matched contribution for hourly employees of $1.8 million and $4.6 million for 2023 and 2022, respectively, based on meeting certain performance goals during those years. There was no additional matched contribution for hourly employees in 2024. The basis for matching contributions may not exceed the lesser of 6% of the employee’s annual compensation or the IRS limitation.

We maintain a retirement plan for certain officers of the Company (who have at least 20 years of service with the Company and at least 10 years of service as an officer) whereby we will pay, upon retirement, certain benefits including health care benefits, for a specified period of time if certain eligibility requirements are met. Approximately $16.9 million and $15.5 million are accrued in “Other Liabilities” for this plan on December 28, 2024 and December 30, 2023, respectively.

J.INCOME TAXES

Income tax provisions for the years ended December 28, 2024, December 30, 2023, and December 31, 2022 are summarized as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

    

2024

​

2023

    

2022

Currently Payable:

 

​

  

 

​

  

 

​

  

Federal

​

$

101,832

​

$

123,257

​

$

181,029

State and local

​

 

21,751

​

 

28,580

​

 

44,646

Foreign

​

 

12,877

​

 

10,808

​

 

17,336

​

​

 

136,460

​

 

162,645

​

 

243,011

Net Deferred:

​

 

  

​

 

  

​

 

  

Federal

​

 

(10,951)

​

 

(2,249)

​

 

(8,561)

State and local

​

 

(2,074)

​

 

(3,223)

​

 

(3,657)

Foreign

​

 

(2,013)

​

 

(389)

​

 

(941)

​

​

 

(15,038)

​

 

(5,861)

​

 

(13,159)

Total income tax expense

​

$

121,422

​

$

156,784

​

$

229,852

​

The components of earnings before income taxes consist of the following:

​

​

​

​

​

​

​

​

​

​

​

​

    

2024

    

2023

    

2022

U.S.

​

$

496,245

​

$

633,816

​

$

876,071

Foreign

​

 

43,910

​

 

37,425

​

 

58,745

Total

​

$

540,155

​

$

671,241

​

$

934,816

​

The effective income tax rates are different from the statutory federal income tax rates for the following reasons:

​

​

​

​

​

​

​

​

​

​

    

2024

    

2023

    

2022

 

Statutory federal income tax rate

 

21.0

%  

21.0

%  

21.0

%

State and local taxes (net of  federal benefits)

 

3.5

 

3.6

 

3.4

​

Tax credits, including foreign tax credit

 

(1.0)

 

(0.9)

 

(0.8)

​

Change in uncertain tax positions reserve

 

0.2

 

0.2

 

(0.1)

​

Other permanent differences

 

(0.6)

 

0.2

 

0.1

​

Other, net

 

(0.6)

 

(0.7)

 

1.0

​

Effective income tax rate

 

22.5

%  

23.4

%  

24.6

%

​

62

Temporary differences which give rise to deferred income tax assets and (liabilities) on December 28, 2024 and December 30, 2023 are as follows (in thousands):

​

​

​

​

​

​

​

​

​

    

2024

    

2023

Employee benefits

​

$

49,666

​

$

45,661

Lease liability

​

​

31,100

​

​

27,918

Net operating loss carryforwards

​

 

6,550

​

 

7,881

Foreign subsidiary capital loss carryforward

​

 

428

​

 

935

Other tax credits

​

 

—

​

 

31

Inventory

​

 

3,047

​

 

2,397

Reserves on receivables

​

 

2,025

​

 

2,203

Accrued expenses

​

 

3,762

​

 

3,373

Capitalized research and development costs

​

​

35,548

​

​

28,021

Gross deferred income tax assets

​

 

132,126

​

 

118,420

Valuation allowance

​

 

(3,428)

​

 

(6,014)

Deferred income tax assets

​

 

128,698

​

 

112,406

Depreciation

​

 

(84,924)

​

 

(82,617)

Intangibles

​

 

(39,525)

​

 

(43,455)

Right of use assets

​

​

(29,894)

​

​

(26,870)

Other, net

​

 

(336)

​

 

(484)

Deferred income tax liabilities

​

 

(154,679)

​

 

(153,426)

Net deferred income tax liability

​

$

(25,981)

​

$

(41,020)

​

As of December 28, 2024, we had federal, state and foreign net operating loss (NOL) carryforwards of $6.5 million, which will expire at various dates.

The NOL carryforwards expire as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

Net Operating Losses

​

    

U.S.

    

State

    

Foreign

2025 - 2029

​

$

—

​

$

15

​

$

—

2030 - 2034

​

 

—

​

​

123

​

​

3,894

2035 - 2039

​

 

—

​

​

1,109

​

​

—

2040 - 2044

​

 

—

​

​

895

​

​

—

Thereafter

​

 

—

​

​

—

​

​

513

Total

​

$

—

​

$

2,142

​

$

4,407

​

As of December 28, 2024, we believe that it is more likely than not that the benefit from certain state and foreign NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance of $2.9 million against the various NOLs. Furthermore, there is a valuation allowance of $0.5 million against a capital loss carryforward we have for a wholly-owned subsidiary, UFP Canada, Inc. Based upon the business activity and the nature of the assets of this subsidiary, our ability to realize a future benefit from this carryforward is doubtful. The capital loss has an unlimited carryforward and therefore will not expire unless there is a change in control of the subsidiary.

The Organization of Economic Cooperation and Development (“OECD”) reached an agreement among various countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as Pillar Two. Many countries continue to announce changes in their tax laws, many of them effective for tax years beginning January 1, 2024. We continue to analyze the impacts of these legislative changes to our effective tax rate, consolidated financial statements, and related disclosures. As of December 28, 2024, we do not expect the impact of Pillar Two legislation to have a material impact on our tax expense.

​

63

K.ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES

ASC 740, Income Taxes (“ASC 740”) clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740 also provides guidance on derecognition, measurement, classification, interest and penalties, and disclosure requirements.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

    

2024

    

2023

    

2022

Gross unrecognized tax benefits beginning of year

​

$

4,771

​

$

3,217

​

$

3,603

Increase (decrease) in tax positions for prior years

​

 

469

​

 

943

​

 

(216)

Increase in tax positions for current year

​

 

947

​

 

1,286

​

 

764

Lapse in statute of limitations

​

 

(680)

​

 

(675)

​

 

(934)

Gross unrecognized tax benefits end of year

​

$

5,507

​

$

4,771

​

$

3,217

​

Our effective tax rate would have been affected by the unrecognized tax benefits had this amount been recognized as a reduction to income tax expense.

We recognized interest and penalties for unrecognized tax benefits in our provision for income taxes. The liability for unrecognized tax benefits included accrued interest and penalties of $0.6 million for the year December 28, 2024, $0.4 million for the year December 30, 2023, and $0.3 million for the year December 31, 2022.

We file income tax returns in the United States and in various state, local and foreign jurisdictions. The federal and a majority of state and foreign jurisdictions are no longer subject to income tax examinations for years before 2020. A number of routine state and local examinations are currently ongoing. Due to the potential for resolution of state examinations, the expiration of various statutes of limitation, and new positions that may be taken, it is reasonably possible that the amount of unrecognized tax benefits that would reverse through the income statement in the next twelve months is $1.3 million.

L.COMMITMENTS, CONTINGENCIES, AND GUARANTEES

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.

In addition, on December 28, 2024, we were parties either as plaintiff or defendant to a number of lawsuits and claims arising through the normal course of our business. In the opinion of management, our consolidated financial statements will not be materially affected by the outcome of these contingencies and claims.

On December 28, 2024, we had outstanding purchase commitments on commenced capital projects of approximately $142.8 million.

We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material. We also distribute products manufactured by other companies. While we do not warrant these products, we have received claims as a distributor of these products when the manufacturer no longer exists or has the ability to pay. Historically, these costs have not had a material effect on our consolidated financial statements.

As part of our operations, we supply building materials and labor to site-built construction projects or we jointly bid on contracts with framing companies for such projects. In some instances, we are required to post payment and performance bonds to ensure the products and installation services are completed in accordance with our contractual obligations. We have agreed to indemnify the surety for claims properly made against these bonds. As of December 28, 2024, we had approximately $18.7 million in outstanding payment and performance bonds for open projects. We had approximately $9.2 million in payment and performance bonds outstanding for completed projects which are still under warranty.

64

On December 28, 2024, we had outstanding letters of credit totaling $39.7 million, primarily related to certain insurance contracts, industrial development revenue bonds, and other debt agreements described further below.

In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers and other third parties to guarantee our performance under certain insurance contracts and other legal agreements. As of December 28, 2024, we have irrevocable letters of credit outstanding totaling approximately $36.3 million for these types of arrangements. We have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under those insurance arrangements.

We are required to provide irrevocable letters of credit in favor of the bond trustees for all industrial development revenue bonds that have been issued. These letters of credit guarantee principal and interest payments to the bondholders. We currently have irrevocable letters of credit outstanding totaling approximately $3.3 million related to our outstanding industrial development revenue bonds. These letters of credit have varying terms but may be renewed at the option of the issuing banks.

Certain wholly owned domestic subsidiaries have guaranteed the indebtedness of UFP Industries, Inc. in certain debt agreements, including the Series 2018 and 2020 Senior Notes and our revolving credit facility. The maximum exposure of these guarantees is limited to the indebtedness outstanding under these debt arrangements and this exposure will expire concurrent with the expiration of the debt agreements.

We did not enter into any new guarantee arrangements during 2024 which would require us to recognize a liability on our balance sheet.

M.SEGMENT REPORTING

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 CODM is the chief executive officer, as he has the ultimate decision-making authority related to assessing the Company’s performance and allocating resources. The CODM assesses performance for our segments and decides how to allocate resources based on net sales, cost of goods sold, earnings from operations and net earnings. These metrics are also reported on the Consolidated Statement of Earnings and Comprehensive Income. The measure of segment assets is reported on the Consolidated Balance Sheet as total consolidated assets. The CODM uses earnings from operations and net earnings to evaluate income generated from segment assets (return on investment) in determining wage increase allocations and bonus pools, and in deciding whether to reinvest profits into the business, such as for acquisitions or to pay dividends.

We operate manufacturing, treating and distribution facilities internationally, but primarily in the United States. Our business segments consist of UFP Retail Solutions, UFP Packaging and UFP Construction and align with the end markets we serve. This segment structure allows for a specialized and consistent sales approach among Company operations, 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. Two customers, The Home Depot and Lowes, accounted for approximately 17% and 11%, respectively, of our total net sales in fiscal 2024, 17% and 12%, respectively, of our total net sales in fiscal 2023 and 15% and 11%, respectively, in 2022.

The exception to this market-centered reporting and management structure is our International segment, which comprises our packaging operations in Mexico, Canada, Spain, India, United Arab Emirates 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 and Ardellis segments do not meet the quantitative thresholds in order to be separately reported and accordingly, the International and Ardellis segments have been aggregated in the “All Other” segment for reporting purposes.

65

“Corporate” includes purchasing, transportation, corporate ventures, and administrative functions that serve our operating segments. Operating results of Corporate primarily consist of net sales to external customers initiated by UFP Purchasing and UFP Transportation and over (under) allocated costs. The operating results of UFP Real Estate, Inc., which owns and leases real estate, and UFP Transportation Ltd., which owns, leases and operates transportation equipment, are also included in the Corporate column. 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. Total assets in the Corporate column include unallocated cash and cash equivalents, certain prepaid assets, and certain property, equipment and other assets pertaining to the centralized activities of Corporate, UFP Real Estate, Inc., UFP Transportation, Inc., UFP Purchasing, Inc., and UFP RMS, LLC. Real estate activities are conducted by the real estate company on behalf of the segments, and capital expenditures associated with real estate are allocated to the segments. The tables below are presented in thousands:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

​

​

​

​

​

​

​

​

​

​

​

All

​

​

​

​

​

​

​

    

Retail

    

Packaging

    

Construction

    

Other

    

Corporate

    

Total

Net sales to outside customers

​

$

2,597,994

​

$

1,636,563

​

$

2,113,844

​

$

298,190

​

$

5,718

​

$

6,652,309

Intersegment net sales

​

 

245,628

​

 

92,801

​

 

76,401

​

 

297,512

​

 

(712,342)

​

 

—

Cost of goods sold

​

 

2,209,195

​

 

1,335,304

​

 

1,675,346

​

 

240,518

​

 

(34,796)

​

 

5,425,567

Gross Profit

​

 

388,799

​

​

301,259

​

​

438,498

​

​

57,672

​

​

40,514

​

​

1,226,742

Selling, general, administrative expenses

​

 

209,592

​

​

191,757

​

​

262,517

​

​

39,940

​

​

31,240

​

 

735,046

Net loss (gain) on disposition and impairment of assets

​

​

3,067

​

​

6,545

​

​

673

​

​

28

​

​

(4,156)

​

​

6,157

Other (gains) losses, net

​

 

(2,964)

​

​

—

​

​

(376)

​

​

(3,572)

​

​

209

​

 

(6,703)

Earnings from operations

​

 

179,104

​

​

102,957

​

​

175,684

​

​

21,276

​

​

13,221

​

​

492,242

Interest expense

​

 

116

​

​

14

​

​

50

​

​

(3,242)

​

​

15,771

​

 

12,709

Interest and investment income

​

​

(673)

​

​

(26)

​

​

(33)

​

​

(6,114)

​

​

(53,687)

​

​

(60,533)

Equity in loss of investee

​

​

—

​

​

(89)

​

​

—

​

​

—

​

​

—

​

​

(89)

Interest and other

​

​

(557)

​

​

(101)

​

​

17

​

​

(9,356)

​

​

(37,916)

​

​

(47,913)

Earnings before income taxes

​

​

179,661

​

​

103,058

​

​

175,667

​

​

30,632

​

​

51,137

​

​

540,155

Income taxes

​

​

40,534

​

​

23,023

​

​

39,488

​

​

5,793

​

​

12,584

​

​

121,422

Net earnings

​

$

139,127

​

$

80,035

​

$

136,179

​

$

24,839

​

$

38,553

​

$

418,733

Other significant items:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortization expense

​

$

3,992

​

$

8,840

​

$

2,810

​

$

6,124

​

$

1,755

​

$

23,521

Depreciation expense

​

​

28,877

​

​

34,603

​

​

23,124

​

​

3,338

​

​

34,699

​

​

124,641

Segment assets

​

​

816,256

​

​

799,311

​

​

621,370

​

​

342,529

​

​

1,571,472

​

​

4,150,938

Capital expenditures

​

​

79,909

​

​

57,436

​

​

64,743

​

​

2,716

​

​

27,470

​

​

232,274

66

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2023

​

​

​

​

​

​

​

​

​

​

​

All

​

​

​

​

​

​

​

    

Retail

    

Packaging

    

Construction

    

Other

    

Corporate

    

Total

Net sales to outside customers

​

$

2,956,007

​

$

1,838,200

​

$

2,161,059

​

$

259,392

​

$

3,726

​

$

7,218,384

Intersegment net sales

​

 

565,325

​

 

83,549

​

 

96,729

​

 

268,210

​

 

(1,013,813)

​

 

—

Cost of goods sold

​

​

2,566,572

​

​

1,422,940

​

 

1,637,329

​

​

182,047

​

​

(9,442)

​

​

5,799,446

Gross Profit

​

​

389,435

​

​

415,260

​

​

523,730

​

​

77,345

​

​

13,168

​

​

1,418,938

Selling, general, administrative expenses

​

​

213,288

​

​

219,323

​

​

279,107

​

​

51,548

​

​

3,367

​

​

766,633

Net loss (gain) on disposition and impairment of assets

​

​

800

​

​

8

​

​

9

​

​

(166)

​

​

(911)

​

​

(260)

Other losses, net

​

​

3,180

​

​

—

​

​

1,268

​

​

1,425

​

​

158

​

​

6,031

Earnings from operations

​

​

172,167

​

​

195,929

​

​

243,346

​

​

24,538

​

​

10,554

​

​

646,534

Interest expense

​

​

111

​

 

7

​

 

—

​

 

(3,020)

​

 

15,744

​

 

12,842

Interest and investment income

​

​

(168)

​

​

(6)

​

​

(10)

​

​

(5,747)

​

​

(33,985)

​

​

(39,916)

Equity in loss of investee

​

​

—

​

​

2,367

​

​

—

​

​

—

​

​

—

​

​

2,367

Interest and other

​

​

(57)

​

​

2,368

​

​

(10)

​

​

(8,767)

​

​

(18,241)

​

​

(24,707)

Earnings before income taxes

​

​

172,224

​

​

193,561

​

​

243,356

​

​

33,305

​

​

28,795

​

​

671,241

Income taxes

​

​

40,304

​

​

45,292

​

​

56,753

​

​

7,723

​

​

6,712

​

​

156,784

Net earnings

​

$

131,920

​

$

148,269

​

$

186,603

​

$

25,582

​

$

22,083

​

$

514,457

Other significant items:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortization expense

​

$

4,566

​

$

8,849

​

$

2,904

​

$

3,488

​

$

1,520

​

$

21,327

Depreciation expense

​

 

25,483

​

​

32,996

​

​

19,546

​

​

2,454

​

​

30,084

​

 

110,563

Segment assets

​

 

828,798

​

​

798,623

​

​

621,762

​

​

316,481

​

​

1,452,133

​

 

4,017,797

Capital expenditures

​

 

52,756

​

​

52,694

​

​

56,793

​

​

1,432

​

​

16,707

​

 

180,382

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2022

​

​

​

​

​

​

​

​

​

​

​

All

​

​

​

​

​

​

​

    

Retail

    

Packaging

    

Construction

    

Other

    

Corporate

    

Total

Net sales to outside customers

​

$

3,771,231

​

$

2,394,681

​

$

3,143,868

​

$

311,019

​

$

5,940

​

$

9,626,739

Intersegment net sales

​

 

392,740

​

 

78,409

​

 

110,523

​

 

421,406

​

 

(1,003,078)

​

 

—

Cost of goods sold

​

​

3,381,555

​

​

1,808,449

​

​

2,417,212

​

​

224,864

​

​

5,198

​

​

7,837,278

Gross Profit

​

​

389,676

​

​

586,232

​

​

726,656

​

​

86,155

​

​

742

​

​

1,789,461

Selling, general, administrative expenses

​

​

200,645

​

​

250,858

​

​

328,125

​

​

59,483

​

​

(7,032)

​

​

832,079

Net loss (gain) on disposition and impairment of assets

​

​

785

​

​

131

​

​

1,349

​

​

4,309

​

​

(1,028)

​

​

5,546

Other losses (gains), net

​

​

1,524

​

​

(2)

​

​

(252)

​

​

128

​

​

254

​

​

1,652

Earnings from operations

​

​

186,722

​

​

335,245

​

​

397,434

​

​

22,235

​

​

8,548

​

​

950,184

Interest expense

​

 

177

​

 

(2)

​

 

—

​

 

(1,310)

​

 

15,045

​

 

13,910

Interest and investment income

​

​

(16)

​

​

(23)

​

​

(12)

​

​

3,128

​

​

(3,802)

​

​

(725)

Equity in loss of investee

​

​

—

​

​

2,183

​

​

—

​

​

—

​

​

—

​

​

2,183

Interest and other

​

​

161

​

​

2,158

​

​

(12)

​

​

1,818

​

​

11,243

​

​

15,368

Earnings before income taxes

​

 

186,561

​

​

333,087

​

​

397,446

​

​

20,417

​

​

(2,695)

​

​

934,816

Income taxes

​

​

46,876

​

​

81,900

​

​

97,725

​

​

4,013

​

​

(662)

​

​

229,852

Net earnings

​

$

139,685

​

$

251,187

​

$

299,721

​

$

16,404

​

$

(2,033)

​

$

704,964

Other significant items:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortization expense

​

$

4,131

​

$

6,925

​

$

3,358

​

$

4,571

​

$

514

​

$

19,499

Depreciation expense

​

 

20,980

​

 

28,191

​

 

15,364

​

 

1,910

​

 

27,618

​

 

94,063

Segment assets

​

 

949,008

​

​

885,878

​

​

712,837

​

​

249,097

​

​

875,253

​

 

3,672,073

Capital expenditures

​

 

55,806

​

​

55,129

​

​

54,167

​

​

3,968

​

​

5,054

​

 

174,124

​

67

Information regarding principal geographic areas was as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

​

2023

​

2022

​

​

​

​

​

Long-Lived

​

​

​

​

Long-Lived

​

​

​

​

Long-Lived

​

​

​

​

​

Tangible

​

​

​

​

Tangible

​

​

​

​

Tangible

​

    

Net Sales

    

Assets

    

Net Sales

    

Assets

    

Net Sales

    

Assets

United States

​

$

6,359,540

​

$

906,549

​

$

6,935,431

​

$

779,748

​

$

9,254,676

​

$

770,921

Foreign

​

 

292,769

​

​

197,324

​

​

282,953

​

​

188,042

​

​

372,063

​

​

126,840

Total

​

$

6,652,309

​

$

1,103,873

​

$

7,218,384

​

$

967,790

​

$

9,626,739

​

$

897,761

​

The following table presents, for the periods indicated, our disaggregated net sales (in thousands) by business unit for each segment.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

    

2023

    

2022

Retail

​

​

​

​

​

​

​

​

​

Deckorators

​

$

297,217

​

$

309,419

​

$

326,011

ProWood

​

 

2,146,247

​

 

2,494,362

​

 

3,152,950

UFP Edge

​

 

146,379

​

 

151,095

​

 

288,782

Other

​

 

8,151

​

 

1,131

​

 

3,488

Total Retail

​

$

2,597,994

​

$

2,956,007

​

$

3,771,231

​

​

​

​

​

​

​

​

​

​

Packaging (1)

​

​

​

​

​

​

​

​

​

Structural Packaging

​

$

1,045,149

​

$

1,225,204

​

$

1,716,021

PalletOne

​

​

517,906

​

​

530,642

​

​

628,969

Protective Packaging

​

​

73,508

​

​

82,354

​

​

49,691

Total Packaging

​

$

1,636,563

​

$

1,838,200

​

$

2,394,681

​

​

​

​

​

​

​

​

​

​

Construction

​

​

​

​

​

​

​

​

​

Factory Built

​

$

815,577

​

$

718,773

​

$

1,181,837

Site Built

​

 

875,087

​

 

977,129

​

 

1,361,607

Commercial

​

​

248,777

​

​

265,079

​

​

336,298

Concrete Forming

​

 

174,403

​

 

200,078

​

 

264,126

Total Construction

​

$

2,113,844

​

$

2,161,059

​

$

3,143,868

​

​

​

​

​

​

​

​

​

​

All Other

​

$

298,190

​

$

259,392

​

$

311,019

​

​

​

​

​

​

​

​

​

​

Corporate

​

$

5,718

​

$

3,726

​

$

5,940

​

​

​

​

​

​

​

​

​

​

Total Net Sales

​

$

6,652,309

​

$

7,218,384

​

$

9,626,739

(1) Effective January 1, 2023, the Packaging segment established new business units as follows: Structural Packaging, PalletOne, and Protective Packaging Solutions. This change resulted in the transfer of net sales from the geographic business units to Structural Packaging, PalletOne and Protective Packaging in 2023. Product codes have been transferred within these three business units during 2023, and prior year figures have been updated to reflect the change for comparability purposes.

68

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

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

    

2023

    

2022

Value-Added

​

​

​

​

​

​

​

​

​

Retail

​

​

52.8%

​

​

51.1%

​

​

44.9%

Packaging

​

​

75.5%

​

​

76.9%

​

​

72.0%

Construction

​

​

82.0%

​

​

83.2%

​

​

77.2%

All Other

​

​

76.6%

​

​

80.0%

​

​

76.3%

Corporate

​

​

58.8%

​

​

27.5%

​

​

44.3%

Total

​

​

68.6%

​

​

68.1%

​

​

63.4%

​

​

​

​

​

​

​

​

​

​

Commodity-Based

​

​

​

​

​

​

​

​

​

Retail

​

​

47.2%

​

​

48.9%

​

​

55.1%

Packaging

​

​

24.5%

​

​

23.1%

​

​

28.0%

Construction

​

​

18.0%

​

​

16.8%

​

​

22.8%

All Other

​

​

23.4%

​

​

20.0%

​

​

23.7%

Corporate

​

​

41.2%

​

​

72.5%

​

​

55.7%

Total

​

​

31.4%

​

​

31.9%

​

​

36.6%

​

​

N.QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table sets forth selected financial information for all of the quarters, consisting of 52 weeks during the years ended December 28, 2024 and December 30, 2023 (in thousands, except per share data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First

​

Second

​

Third

​

Fourth

​

    

2024

    

2023

    

2024

    

2023

    

2024

    

2023

    

2024

    

2023

Net sales

​

$

1,638,966

​

$

1,822,476

​

$

1,901,959

​

$

2,043,918

​

$

1,649,383

​

$

1,827,637

​

$

1,462,001

​

$

1,524,353

Gross profit

​

 

326,078

​

 

358,329

​

 

362,743

​

 

400,067

​

 

298,412

​

 

364,400

​

 

239,509

​

 

296,142

Net earnings

​

 

121,099

​

 

125,578

​

 

126,232

​

 

150,788

​

 

101,619

​

 

134,183

​

 

69,783

​

 

103,908

Net earnings attributable to controlling interest

​

 

120,791

​

 

126,069

​

 

125,930

​

 

150,761

​

 

99,800

​

 

134,035

​

 

68,039

​

 

103,447

Basic earnings per share

​

 

1.96

​

 

2.01

​

 

2.05

​

 

2.40

​

 

1.64

​

 

2.14

​

 

1.12

​

 

1.65

Diluted earnings per share

​

 

1.96

​

 

1.98

​

 

2.05

​

 

2.36

​

 

1.64

​

 

2.10

​

 

1.12

​

 

1.62

​

​

O.SUBSEQUENT EVENTS

Subsequent to December 28, 2024 and through February 20, 2025, we repurchased 77,709 shares of our common stock for $8.7 million, at an average share price of $111.40.

​

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

None.

69

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, referred to herein as “Disclosure Controls”) as of the end of the period covered by this Annual Report on Form 10-K. The controls evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based upon our most recent evaluation, we have concluded that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management assessed the effectiveness of our internal control over financial reporting as of December 28, 2024. Based on this assessment, our internal control over financial reporting was effective as of December 28, 2024.

Deloitte & Touche LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 28, 2024. Deloitte & Touche LLP's opinion, as stated in their report which appears on page 38 of this Form 10-K, is consistent with management's report on internal control over financial reporting as set forth above.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 28, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

During the quarter ended December 28, 2024, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Information relating to our directors, compliance with Section 16(a) of the Securities Exchange Act of 1934 and various corporate governance matters is incorporated by reference from our definitive Proxy Statement for the year ended December 28, 2024 for the 2025 Annual Meeting of Shareholders, to be filed with the SEC (“2025 Proxy Statement”), under the captions “Election of Directors,” “Corporate Governance and Board Matters,” and “Delinquent Section 16(a) Reports.” Information relating to executive officers is included in this report in the last Section of Part I under the caption “Additional Item: Executive Officers of the Registrant.” Information relating to our code of ethics is included in this report in Part I, Item 1 under the caption “Available Information”.

70

DIRECTORS AND EXECUTIVE OFFICERS

​

​

BOARD OF DIRECTORS

SECTION 16 OFFICERS

​

​

Matthew J. Missad

Executive Chairman of the Board

UFP Industries, Inc.

William D. Schwartz, Jr.

President and Chief Executive Officer

​

​

William G. Currie

Director

UFP Industries, Inc.

Matthew J. Missad

Executive Chairman of the Board

​

​

Thomas W. Rhodes

President and Chief Executive Officer

TWR Enterprises, Inc.

Michael R. Cole

Chief Financial Officer, Treasurer and

President of Corporate Services

​

​

Bruce A. Merino

Director

UFP Industries, Inc.

Patrick Benton

President

UFP Construction, LLC

​

​

Mary Tuuk Kuras

Director

UFP Industries, Inc.

Scott A. Worthington

President

UFP Packaging, LLC

​

​

Brian C. Walker

Partner-Strategic Leadership

Huron Capital

Landon Tarvin

President

UFP Retail Solutions, LLC

​

​

Michael G. Wooldridge

Partner

Varnum, LLP

R. Paul Guerre

Corporate Secretary and Director

of Corporate Compliance

​

​

Joan A. Budden

Former President

Priority Health

​

​

​

Benjamin J. McLean

Chief Executive Officer

Ruan Transportation Management Systems, Inc.

​

​

​

​

71

Item 11. Executive Compensation.

Information relating to director and executive compensation is incorporated by reference from the 2025 Proxy Statement under the caption “Executive Compensation.” The “Personnel and Compensation Committee Report” included in the 2025 Proxy Statement is incorporated by reference for the purpose of being furnished herein and is not and shall not be deemed to be filed under the Securities Exchange Act of 1934, as amended.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

Information relating to security ownership of certain beneficial owners and management is incorporated by reference from our 2025 Proxy Statement under the captions “Voting Securities and Record Date” and “Securities Ownership of Management and Directors.”

Information relating to securities authorized for issuance under equity compensation plans as of December 28, 2024, is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of shares

​

​

​

​

​

​

remaining

​

​

Number of

​

Weighted

​

available for 

​

​

shares to be

​

average

​

future issuance

​

​

issued upon

​

exercise

​

under equity

​

​

exercise of

​

price of

​

compensation

​

​

outstanding

​

outstanding

​

plans [excluding

​

​

options, warrants,

​

options, warrants,

​

shares reflected in

​

​

and rights (a) (1)

​

and rights

​

column (a)] (2)

Equity compensation plans approved by security holders

    

264,600

    

$

—

    

1,728,052

Equity compensation plans not approved by security holders

​

—

  

​

—

  

8,210

(1)The number of shares to be issued upon exercise of outstanding options, warrants, or similar rights, as of December 28, 2024, is as follows: 66,744 performance units under our Long Term Stock Incentive Plan and 197,856 stock units under our Director Compensation Plan.
(2)The number of shares remaining available for future issuance under equity compensation plans, excluding outstanding options, warrants, or similar rights, as of December 28, 2024, is as follows: 100,923 shares for our Employee Stock Purchase Plan, 157,067 shares for our Director Compensation Plan, 1,470,062 shares under our Long-Term Stock Incentive Plan, and 8,210 shares for our Employee Stock Gift Program.

See Note H “Common Stock” to our consolidated financial statements for the fiscal year ended December 28, 2024 in item 8 for information regarding these plans.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information relating to certain relationships and related transactions, and director independence is incorporated by reference from the 2025 Proxy Statement under the captions “Election of Directors”, “Affirmative Determination Regarding Director Independence and Other Matters” and “Related Party Transactions.”

Item 14. Principal Accountant Fees and Services.

Information relating to the types of services rendered by our Independent Registered Public Accounting Firm and the fees paid for these services is incorporated by reference from our 2025 Proxy Statement under the caption “Independent Registered Public Accounting Firm — Disclosure of Fees.”

​

​

72

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)1.    Financial Statements. The following are incorporated by reference, under Item 8 of this report, from the 2024 Annual Report:

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Earnings and Comprehensive Income

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

2.    Financial Statement Schedules. All schedules required by this Form 10-K Report have been omitted because they were inapplicable, included in the Consolidated Financial Statements or Notes to Consolidated Financial Statements, or otherwise not required under instructions contained in Regulation S-X.

3.    Exhibits. Reference is made to the Exhibit Index which is included in this Form 10-K Report.

(b)Reference is made to the Exhibit Index which is included in this Form 10-K Report.
(c)Not applicable

​

​

73

EXHIBIT INDEX

​

​

​

​

​

Exhibit #

    

Description

​

​

​

​

3

​

Articles of Incorporation and Bylaws.

​

​

​

​

​

​

(a)

Restated Articles of Incorporation, as amended through April 24, 2024 (incorporated by reference to Exhibit 3(a) of the Registrant's Quarterly Report on Form 10-Q filed on May 8, 2024).

​

​

​

​

​

​

(b)

Amended Bylaws (incorporated by reference to Exhibit 3(b) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2016).

​

​

​

​

4

​

Instruments Defining the Rights of Security Holders.

​

​

​

​

​

​

(a)

Description of Registrant’s Securities.

​

​

​

​

10

​

Material Contracts.

​

​

​

​

​

​

(a)

Credit Agreement dated November 1, 2018 incorporated by reference to Exhibit 10(i)(2) of the Registrant's Current Report on Form 8-K filed November 2, 2018).

​

​

​

​

​

​

​

(i)

First Amendment to Credit Agreement dated February 19, 2021 (incorporated by reference to Exhibit 10(a) of the Registrant's Quarterly Report on Form 10-Q filed May 5, 2021).

​

​

​

​

​

​

​

(ii)

Second Amendment to Credit Agreement dated December 6, 2022 (incorporated by reference to Exhibit 10(l) of the Registrant's Current Report on Form 8-K filed December 12, 2022).

​

​

​

​

​

​

​

(iii)

Third Amendment to Credit Agreement dated August 11, 2023 (incorporated by reference to Exhibit 10(a)(iii) of the Registrant’s Annual Report on Form 10-K filed February 28, 2024).

​

​

​

​

​

​

(b)

Form of Indemnity Agreement entered into between the Registrant and each of its directors (incorporated by reference to Exhibit 10(b) of a Registration Statement on Form S-1 filed by the Registrant on September 28, 1993).

​

​

​

​

​

​

*(c)

UFP Industries, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2025.

​

​

​

​

​

​

*(d)

UFP Industries, Inc. Executive Stock Grant Program – Second Amended and Restated, Effective January 1, 2023 (as amended as of December 6, 2024, and as of January 1, 2025).

​

​

​

​

​

​

*(e)

Second Restatement of the UFP Industries, Inc. Director Compensation Plan, effective January 1, 2022 (incorporated by reference to Exhibit 10(e) of the Registrant’s Annual Report on Form 10-K filed February 28, 2024).

​

​

​

​

​

​

*(f)

UFP Industries, Inc. Long-Term Stock Incentive Plan, as conformed through the 2023 Amendment effective October 24, 2023 (incorporated by reference to Exhibit 10(f) of the Registrant’s Annual Report on Form 10-K filed February 28, 2024).

​

​

​

​

​

​

*(g)

Form of Restricted Stock Grant Agreement issued pursuant to the Long-Term Incentive Plan (incorporated by reference to Exhibit 10(g) of the Registrant’s Annual Report on Form 10-K filed February 28, 2024).

​

​

​

​

​

​

*(h)

Form of Performance Share Award Agreement issued pursuant to the Long-Term Incentive Plan (incorporated by reference to Exhibit 10(h) of the Registrant’s Annual Report on Form 10-K filed February 28, 2024).

​

​

​

​

74

​

​

*(i)

UFP Industries, Inc. Executive Retirement Plan - 2024 Restatement.

​

​

​

19

​

UFP Industries, Inc. Stock Trading Policy

​

​

​

21

​

Subsidiaries of the Registrant.

​

​

​

​

23

​

Consent of Deloitte & Touche LLP.

​

​

​

​

24

​

Power of Attorney (included on page 76).

​

​

​

31

​

Certifications.

​

​

​

​

​

​

(a)

Certificate of the Chief Executive Officer of UFP Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

​

​

​

​

​

​

(b)

Certificate of the Chief Financial Officer of UFP Industries, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

​

​

​

​

32

​

Certifications.

​

​

​

​

​

​

(a)

Certificate of the Chief Executive Officer of UFP Industries, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

​

​

​

​

​

​

(b)

Certificate of the Chief Financial Officer of UFP Industries, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

​

​

​

​

97

​

UFP Industries, Inc. Clawback Policy (incorporated by reference to Exhibit 97 of the Registrant’s Annual Report on Form 10-K filed February 28, 2024).

​

​

​

​

101

​

Interactive Data File in iXBRL (Inline eXtensible Business Reporting Language).

​

​

​

​

​

​

(INS) XBRL Instance Document.

​

​

​

​

​

(SCH) XBRL Schema Document.

​

​

​

​

​

(CAL) XBRL Taxonomy Extension Calculation Linkbase Document.

​

​

​

​

​

(LAB) XBRL Taxonomy Extension Label Linkbase Document.

​

​

​

​

​

(PRE) XBRL Taxonomy Extension Presentation Linkbase Document.

​

​

​

​

​

(DEF) XBRL Taxonomy Extension Definition Linkbase Document.

​

​

​

104

​

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document).

*Indicates a compensatory arrangement.

​

​

75

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​

​

​

Dated: February 26, 2025

UFP INDUSTRIES, INC.

​

​

​

​

​

​

​

By: 

/s/ William D. Schwartz, Jr.

​

​

William D. Schwartz, Jr.,

​

​

Chief Executive Officer and

​

​

Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 26th day of February, 2025, by the following persons on behalf of us and in the capacities indicated.

​

​

​

​

​

​

​

By: 

/s/ William D. Schwartz, Jr.

​

​

William D. Schwartz, Jr.,

​

​

Chief Executive Officer and

​

​

Principal Executive Officer

​

​

​

​

​

​

​

​

/s/ Michael R. Cole

​

​

Michael R. Cole,

​

​

Chief Financial Officer,

​

​

Principal Financial Officer and

​

​

Principal Accounting Officer

Each Director whose signature appears below hereby appoints William D. Schwartz, Jr. and Michael R. Cole, and each of them individually, as his or her attorney-in-fact to sign in his or her name and on his or her behalf as a Director, and to file with the Commission any and all amendments to this report on Form 10-K to the same extent and with the same effect as if done personally.

​

​

​

​

​

​

/s/ Joan A. Budden

​

/s/ William G. Currie

Joan A. Budden, Director

​

William G. Currie, Director

​

​

​

​

​

​

/s/ Benjamin J. McLean

​

/s/ Bruce A. Merino

Benjamin J. McLean, Director

​

Bruce A. Merino, Director

​

​

​

​

​

​

/s/ Matthew J. Missad

​

/s/ Thomas W. Rhodes

Matthew J. Missad, Executive Chairman and Director

​

Thomas W. Rhodes, Director

​

​

​

​

​

​

/s/ Mary Tuuk Kuras

​

/s/ Brian C. Walker

Mary Tuuk Kuras, Director

​

Brian C. Walker, Director

​

​

​

​

​

​

/s/ Michael G. Wooldridge

​

​

Michael G. Wooldridge, Director

​

​

​

76

​

SHAREHOLDER INFORMATION

ANNUAL MEETING

The 2025 Annual Shareholder’s Meeting of UFP Industries, Inc. will be held at 8:30 a.m. on April 23, 2025, at 3310 Eagle Park Drive NE, Grand Rapids, MI 49525.

SHAREHOLDER INFORMATION

Shares of our stock are traded under the symbol UFPI on the NASDAQ Stock Market. Our 10-K report, filed with the Securities and Exchange Commission, will be provided free of charge to any shareholder upon written request. For more information contact:

Investor Relations Department

UFP Industries, Inc.

2801 East Beltline NE

Grand Rapids, MI 49525

Telephone:  (616) 364-6161

Web:  www.ufpi.com

SECURITIES COUNSEL

Varnum, LLP

Grand Rapids, MI

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP

Grand Rapids, MI

TRANSFER AGENT/SHAREHOLDER INQUIRIES

Equiniti Trust Company, LLC serves as the transfer agent for the Company. Inquiries relating to stock transfers, changes of ownership, lost or stolen stock certificates, changes of address, and dividend payments should be addressed to:

Equiniti Trust Company, LLC

48 Wall Street, 23rd Floor

New York, NY 10005

Telephone:  (800) 468-9716

UFP INDUSTRIES®, INC., CORPORATE HEADQUARTERS

2801 East Beltline NE

Grand Rapids, MI 49525

Telephone:  (616) 364-6161

Facsimile:  (616) 364-5558

​

​

77

Exhibit 4(a)

​

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF

THE SECURITIES EXCHANGE ACT OF 1934

​

The following is a brief description of the common stock of UFP Industries, Inc. (the “Company”). This summary does not purport to be complete in all respects and is subject to and qualified in its entirety by reference to the Company’s Restated and Amended Articles of Incorporation (the "Articles of Incorporation") and Amended Bylaws (the "Bylaws"), each of which are filed as exhibits to the Annual Report on Form 10-K of which this Exhibit 4(a) is a part.

​

Authorized Capital Stock

​

The Company’s authorized capital stock consists of 160,000,000 shares of common stock and 1,000,000 shares of preferred stock.

​

Dividend and Liquidation Rights

​

Subject to the prior rights of the holders of shares of preferred stock that may be issued and outstanding, if any, the holders of common stock are entitled to receive:

​

·

dividends when, as, and if declared by the Company’s Board of Directors out of funds legally available for the payment of dividends; and

​

·

in the event of dissolution of the Company, to share ratably in all assets remaining after payment of liabilities and satisfaction of the liquidation preferences, if any, of then outstanding shares of preferred stock, as provided in the Articles of Incorporation.

​

Voting Rights

​

Each holder of common stock is entitled to one vote for each share held of record on all matters presented to a vote at a shareholders meeting, including the election of directors. Holders of common stock have no cumulative voting rights.

​

The Company’s Articles of Incorporation provide that the Company’s Board of Directors be divided into three classes of nearly equal size, with the classes to hold office for staggered terms of three years each.

​

The vote required for the election of a director shall, except in a contested election, be the affirmative vote of a majority of the votes cast in the election of a nominee. For this purpose, a “majority of the votes cast” means that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election. Abstentions and broker non-votes are not counted as votes cast either “for” or “against” a director’s election. In a contested election, directors are elected by a plurality of the votes cast at the meeting of shareholders.

​

An election is considered contested if there are more nominees for election than positions on the Board of Directors to be filled by election at that meeting.

​

Listing

​

The Company’s common stock is currently traded on the Nasdaq Global Select Market under the symbol “ufpi.”

​

Applicable Anti-Takeover Provisions

​

The Company's Articles of Incorporation and Bylaws contain provisions that could also have an anti-takeover effect. Some of the provisions also may make it difficult for shareholders to replace incumbent directors with new directors who may be willing to entertain changes that shareholders may believe will lead to improvements in the combined company’s business.

​

Other

​

All of the outstanding shares of the Company’s common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase or subscribe for any additional shares of common stock or other securities, and there are no conversion rights or redemption or sinking fund provisions with respect to the Company’s common stock. The transfer agent for the Company’s common stock is Equiniti Trust Company, LLC, 48 Wall Street, 23rd Floor, New York, NY 10005.

Exhibit 10(c)

​

​

​

​

​

​

​

UFP INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN

Amended and Restated effective as of January 1, 2025

​

Table of Contents

26824804.4

26824804.4

​

UFP INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN

​ ​​ ​​ ​​ ​​ ​​

Article 1​
Establishment and Purpose
1.1History of the Plan

UFP Industries, Inc. (the “Company”) established the UFP Industries, Inc. Deferred Compensation Plan (the “Plan”) as of December 27, 1995. Prior to April 22, 2020, the Company was known as Universal Forest Products, Inc., and the Plan was named the Universal Forest Products, Inc. Deferred Compensation Plan. The Plan has periodically been amended, and was most recently amended and restated effective January 1, 2020, and was periodically amended thereafter.

1.2This Document

By this document, the Company is amending and restating the Plan effective as of January 1, 2025.

1.3Purpose

The Company desires to retain the services of a select group of executives who contribute to the profitability and success of the Company. The Company maintains the Plan to provide the executives who participate in the Plan with the opportunity to defer a portion of their Compensation and have additional retirement income.

1.4Status of Plan Under ERISA

The Plan is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of ERISA. Accordingly, the Plan is not intended to be covered by Parts 2 through 4 of Subtitle B of Title I of ERISA. The existence of any Trust Fund is not intended to change this characterization of the Plan.

1.5Compliance with Section 409A

To the extent the Plan provides deferred compensation under Section 409A of the Code, the Plan is intended to comply with Section 409A. The Plan is intended to be interpreted consistent with the requirements of Section 409A of the Code.

Page 1 of 21

26824804.4

​

Article 2​
Definitions

The following terms shall have the meanings described in this Article unless the context clearly indicates another meaning is intended. All references in the Plan to specific articles or sections shall refer to Articles or Sections of the Plan unless otherwise stated.

(a)“Account” means the bookkeeping record of the Participant’s benefits under the terms of the Plan.
(b)“Administrative Committee” means the administrative committee periodically appointed by the Board of Directors to assist the Plan Administrator with the day-to-day operation of the Plan as provided in Article 7.
(c)“Base Salary” means a Participant’s regular wage or salary and commissions from the Company, not including Bonuses or other types of irregular compensation. Base Salary excludes any amounts earned before a Participant’s election to make Elective Deferrals from such wage or salary.
(d)“Beneficiary” has the meaning set forth in Section 5.5.
(e)“Board” means the governing body of UFP Industries, Inc.
(f)“Bonus” means a payment of cash compensation other than Base Salary to a Participant as a reward for exceptional performance during the prior calendar year that qualifies as performance-based compensation within the meaning of Treas. Reg. §1.409A-1(e).
(g)“Change in Control” means that one of the following events has occurred with regard to the Company, but only if such event meets the requirements of Treas. Reg. §1.409A-3(i)(5), or any successor provision:
(1)Sale of 40% or more of the material operating assets of the Company to a person or entity not affiliated with the Company prior to such sale;
(2)The acquisition of more than 30% of the common stock of the Company by a person, entity or group of people or entities acting as a group for voting or control purposes, who are not affiliated with the Company prior to such sale; or
(3)Replacement of a majority of the members of the Board during a 12-month period by directors whose appointment or election is not endorsed by a majority of the Board before the appointments or elections.

Page 2 of 21

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For purposes of the Plan, the Company is “affiliated with” another person or entity if that person or entity has an ownership interest in the Company.

(h)“Code” means the Internal Revenue Code of 1986, as amended.
(i)“Company” means UFP Industries, Inc. and its wholly owned subsidiaries and affiliates, except to the extent that any such subsidiary or affiliate maintains its own plan providing similar benefits or is expressly excluded from participation under the Plan. If a Change in Control occurs, “Company” also includes any successor employer.
(j)“Compensation” means the sum of the following:
(1)A Participant’s wages and other payments which are reported on IRS Form W-2. However, this amount shall be determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401(a)(2) of the Code).
(2)An Employee’s salary deferral contributions to a Code Section 401(k) plan.
(3)A Participant’s pay reduction contributions to a cafeteria plan under Section 125 of the Code.
(4)A Participant’s pay reduction contributions to a qualified transportation fringe benefit plan under Section 132(f) of the Code.
(5)A Participant’s pay reduction contributions to a simplified employee pension plan under Section 402(h)(1)(B) of the Code.
(k)“Determination Period” means—
(1)with respect to an Employee who has a Separation from Service from the Company between January 1 and March 31, the second calendar year preceding the calendar year during which the Separation from Service occurred; and
(2)with respect to an Employee who has a Separation from Service from the Company between April 1 and December 31, the calendar year preceding the calendar year during which the Separation from Service occurred.
(l)“Distributable Event” means a “triggering” event for a distribution to a Participant. A Participant’s Distributable Events are described in Section 5.1.

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(m)“Elective Deferrals” are the amounts that a Participant elects to defer from his or her Base Salary or Bonus to his or her Account pursuant to Section 4.2.
(n)“Employee” means a common-law employee of the Company. An individual who is treated by the Company as an independent contractor for tax purposes is not an Employee.
(o)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
(p)“Key Employee” means any Employee who at any time during the Determination Period was a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i), or any successor provision, and may include:
(1)An officer of the Company or a Related Employer whose annual Compensation from the Company and all Related Employers is more than $145,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2007);
(2)A person having more than a 5% ownership interest in the Company or a Related Employer; or
(3)A person having more than a 1% ownership interest in the Company or a Related Employer and whose annual Compensation from the Company and all Related Employers is more than $150,000.

The Plan Administrator shall determine the Key Employee status of each Participant in accordance with Sections 409A and 416(i)(1) of the Code and the applicable regulations and guidance.

(q)“Participant” means an Employee or former Employee of the Company who has met the requirements for participation under Article 3, and who is or may become eligible to receive benefits from the Plan.
(r)“Plan” means the UFP Industries, Inc. Deferred Compensation Plan.
(s)“Plan Administrator” means the fiduciary responsible for the operation and administration of the Plan as provided in Article 7. UFP Industries, Inc. shall be the Plan Administrator.
(t)“Plan Year” means the 12-consecutive-month period beginning on January 1 and ending on the following December 31.
(u)“Related Employer” means:

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(1)Any member of a controlled group of corporations in which the Company is a member, as defined in Section 414(b) of the Code, but substituting “at least 20%” for “at least 80%” each place it appears in Section 414(b) of the Code and the Treasury regulations issued thereunder; or
(2)Any other trade or business under common control of or with the Company, as defined in Section 414(c) of the Code, but substituting “at least 20%” for “at least 80%” each place it appears in Section 414(b) of the Code and the Treasury regulations issued thereunder.
(v)“Separation from Service” means a means a termination of employment that qualifies as a separation from service under Reg §1.409A-1(h). Generally, this occurs if the Employee is reasonably anticipated to have a substantial permanent reduction in the bona fide level of services provided to the Company and all Related Employers (whether provided as an employee or an independent contractor). The reduction shall be “substantial” only if the reduced bona fide level of services is less than 50% of the average bona fide level of services provided by the Employee to the Company and all Related Employers during the immediately preceding 36 months (or the Participant’s entire period of service, if less than 36 months).
(w)“Substantial Cause,” with respect to a Participant, means the Participant’s commission of any one or more of the following:

(1)willful misconduct, usurpation of business opportunity or gross negligence related to the Company;

(2)engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company;

(3)embezzlement, misappropriation, or fraud, whether or not related to the Participant’s employment with the Company; or

(4)conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent), if such felony is work-related or results in material reputational or financial harm to the Company.

For purposes of determining whether an action constitutes Substantial Cause, no act or failure to act on the part of a Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company

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shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company.

(x)“Total Disability” of a Participant means the Participant meets any one of the following requirements, to the extent it qualifies as a disability within the meaning of Treas. Reg. §1.409A-3(i)(4), or any successor:
(1)unable to engage in any substantial gainful activity by reason of any medically determinable mental or physical impairment which can be expected to result in death or can be expected to last for a continuous period of at least 12 months;
(2)by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under a Company-sponsored disability plan;
(3)determined to be totally disabled by the certification of a physician or physicians selected by the Plan Administrator, unless the Plan Administrator determines that an examination is unnecessary; or
(4)determined to be totally disabled by the Social Security Administration.
(y)“Trust Fund” means any assets held in trust pursuant to Article 6.
(z)“Trustee” means the financial institution designated as trustee by the Company pursuant to Article 6.
(aa)“UFP Stock” means shares of UFP Industries, Inc. Common Stock.
Article 3​
Participation
3.1Eligibility for Participation

The Administrative Committee, with the approval of the Board, shall determine the Employees who are eligible to participate in the Plan. If the Administrative Committee selects an Employee to participate, the Employee will become a Participant on the effective date of participation designated by the Administrative Committee, but only if the Employee signs a participation agreement agreeing to the terms of the Plan.

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It is intended that participation be limited to Employees who will qualify as members of a “select group of management or other highly compensated employees” under Title I of ERISA. In general, the Employees who are eligible to participate are the executive chairperson, officers, regional directors of operations, directors of operations, operations managers, managing directors, regional sales managers, plant managers, executive account managers, and past and present members of the President’s Club and CEO Club (as such groups are now or hereafter named and constituted) of the Company as well as select corporate directors, purchasing managers, transportation operations and HUB managers, the chief pilot, and senior managers of the Company.

The Employee shall acknowledge in the participation agreement that he is an unsecured creditor of the Company with regard to any benefits under the Plan and waive any right to a priority claim with regard to the benefits. The Employee may also be required to complete other forms as a condition for participation.

3.2Termination of Active Participation

An Employee’s active participation in the Plan shall be terminated (a) immediately upon the determination of the Administrative Committee, or (b) as of the end of the Plan Year immediately following the failure of an Employee to make a deferral election under Section 4.2 of the Plan for two (2) successive Plan Years beginning on or after the Plan Year commencing January 1, 2024.  Upon termination of active participation, the Employee shall not have any additional amounts credited to his or her Account under Section 4.2, but amounts shall continue to be credited to a Participant’s Account under Section 4.3 until that Participant’s Account is distributed pursuant to Article 5.  Any future, active participation under the Plan shall be determined by the Administrative Committee.

Article 4​
Amounts Credited to Accounts
4.1Participant Accounts

The Plan Administrator shall maintain an Account for each Participant to record the Participant’s benefits under the terms of the Plan. A Participant’s Account is for bookkeeping purposes only. The Company is not required to make contributions to the Trust Fund to fund the amounts credited to a Participant’s Account. A Participant’s Elective Deferrals shall be credited to his Account as soon as administratively feasible after the amounts otherwise would have been paid to the Participant.

4.2Elective Deferrals
(a)Form of Election. An active participant may elect to defer compensation as provided in this Section. Deferral elections may be made only in writing, on a form

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provided or approved by the Administrative Committee. No deferral election will be effective unless received by the Administrative Committee before the end of the applicable election period.  For the avoidance of doubt, any allowable election made “in writing” referenced in this Article 4, includes elections made electronically.  
(b)Base Salary. Before the beginning of each calendar year, a Participant may make a written election to make Elective Deferrals equal to a specified dollar amount of the Participant’s Base Salary earned during that calendar year. If an Employee initially becomes a Participant during a calendar year, the Employee may make an election within 30 days after the Employee becomes a Participant to make Elective Deferrals from any Base Salary earned after the election is made. If a Participant does not make a new election for a calendar year, no amount shall be deferred from the Participant’s Base Salary for that calendar year. All Elective Deferrals of Base Salary shall be deducted in equal amounts from the Participant’s last paycheck of each month until the Participant has deferred the maximum annual amount described in subsection (d) below or the maximum annual amount elected by the Participant. Except as provided in subsection (e) or (f), a Participant’s election to make Elective Deferrals from Base Salary earned during a calendar year is irrevocable effective on the first date of the  calendar year.
(c)Bonus. No later than June 30 of each calendar year, a Participant may make a written election to make Elective Deferrals equal to a specified percentage or dollar amount of the Participant’s Bonus earned during that calendar year. If a Participant does not make a new election for a calendar year, no amount shall be deferred out of the Participant’s Bonus for that calendar year. Except as provided in subsection (e) or (f), a Participant’s election to make Elective Deferrals from Bonuses earned during a calendar year is irrevocable after June 30 of the calendar year.
(d)Limits on Elective Deferrals. A Participant may defer up to the following amounts otherwise payable to the Participant each calendar year:
(1)$15,000 of Base Salary; and
(2)50% of Bonuses not to exceed $100,000 for the executive chairperson and executive officers; $50,000 for other officers; $25,000 for directors of operations, regional directors of operations, operations managers, managing directors, regional sales managers, corporate directors, segment directors, business unit directors, segment controllers, and the chief pilot; and $10,000 for all other Participants.

The Plan Administrator may also periodically establish additional rules relating to a Participant’s Elective Deferrals (for example, a minimum amount permitted).

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(e)Suspension After Hardship Withdrawal from Plan. Despite any other provision, if a Participant receives a hardship withdrawal as a result of an unforeseeable emergency pursuant to Section 5.6, any Base Salary or Bonus deferral election previously made by the Participant shall be cancelled, until the Participant makes a new deferral election pursuant to this Section 4.2.
(f)In-Service Distributions. A Participant may irrevocably elect to receive an in-service distribution of the portion of any Bonus the Participant deferred during a calendar year (but not Base Salary deferrals or investment earnings) if—
(1)The election is made by the deadline for making a Bonus deferral election for a calendar year;
(2)The election specifies a fixed payment date that is at least 12 months after the end of the calendar year during which the Bonus was deferred; and
(3)The Participant remains employed by the Company or a Related Employer until the elected payment date.

If the Participant does not remain employed by the Company or a Related Employer under the elected payment date, the Participant's right to the portion of the Bonus for which the Participant elected to receive an in-service distribution shall be forfeited and cancelled.  In the event the Participant is eligible to receive an in-service distribution pursuant to the terms of this subsection (f), the amount distributed will be the lesser of the amount of the Bonus the Participant elected to be paid as of the date it was deferred and the value of the Bonus on the date of distribution. To the extent a Participant’s Bonus deferral for a year is treated as invested in UFP Stock, the Participant’s Elective Deferrals from his or her Bonus will only be distributed in whole shares of UFP Stock, and any fractional shares shall not be distributed, but shall be retained in the Plan until the Participant’s Separation from Service. Except as provided in subsection (e), a Participant’s election to receive an in-service distribution pursuant to this subsection (f) is irrevocable effective after June 30 of the calendar year.

(g)Withholding of Payroll Taxes. Any payroll taxes the Company must withhold on a Participant’s Base Salary or Bonus deferrals (including any amount that must be withheld because of the discount on UFP Stock provided to Participants whose deferrals are treated as invested in UFP Stock for the year) will be withheld from the portion of the Participant’s Base Salary or Bonus that the Participant does not elect to defer before any amount is credited to the Participant’s Account.

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4.3Hypothetical Investments
(a)A Participant may choose among different hypothetical investment funds made available by the Plan Administrator for purposes of determining hypothetical earnings, gains and losses credited to the Participant’s Account. The earnings, gains and losses for a Participant shall be determined as if the portion of the Participant’s Account which was deemed to be invested in the investment fund had actually been invested in the investment fund during the relevant time period. The Plan Administrator may add or remove hypothetical investment funds at any time. The Plan Administrator shall periodically establish administrative rules for a Participant to make and change his investment elections and rules regarding the crediting of Investment Results. Amounts shall be credited to a Participant’s Account under this Section until the Participant’s Account is completely distributed.
(b)The Company shall be under no obligation to make investments that correspond to the Participant’s investment elections, even though the Participant’s elections are used to determine the Participant’s Investment Results.
(c)If all or a portion of a Participant’s Elective Deferrals for a calendar year are deemed to be invested in UFP Stock, the number of shares of UFP Stock credited to the Participant’s Account shall be increased to reflect a fifteen percent (15%) discount to market, determined based on the closing market price of UFP Stock on the day the amount would have been paid to the Participant if he or she had not elected to defer it. The number of shares credited to the Participant’s Account as a result of any deferral of Base Salary or Bonus shall equal:

(x ÷ .85)

z

where x equals the amount the Participant defers and z equals the closing market price of UFP Stock on the day the amount would have been paid to the Participant if he had not elected to defer it. Elective Deferrals that are treated as being invested in UFP Stock shall continue to be treated as invested in UFP Stock until the Elective Deferrals are distributed to the Participant.

4.4Required Investments in UFP Stock
(a)A Participant’s Elective Deferrals from Base Salary for any calendar year will be deemed to be invested in UFP Stock unless:
(1)If the Participant has less than five Years of Service with the Company as of the December 31 immediately preceding the first day of the calendar year, the Participant owns UFP Stock with a market value as of the

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preceding September 30 of at least one times the Participant’s annualized box 1 W-2 compensation for the second calendar year preceding the calendar year for which the Elective Deferrals are being made;
(2)If the Participant has at least five but less ten Years of Service with the Company as of the December 31 immediately preceding the first day of the calendar year, the Participant owns UFP Stock with a market value as of the preceding September 30 of at least two times the Participant’s annualized box 1 W-2 compensation for the second calendar year preceding the calendar year for which the Elective Deferrals are being made; or
(3)If the Participant has ten or more Years of Service with the Company as of the December 31 immediately preceding the first day of the calendar year, the Participant owns UFP Stock with a market value as of the preceding September 30 of at least three times the Participant’s annualized box 1 W-2 compensation for the second calendar year preceding the calendar year for which the Elective Deferrals are being made.

For purposes of this subsection, if a Participant’s box 1 W-2 compensation for any calendar year is for work performed for less than a 12-month period, the Participant’s box 1 W-2 compensation for the calendar year shall be annualized by multiplying his box 1 W-2 compensation by 12 and dividing it by the number of full and partial months he worked during the year.

(b)If the applicable requirement detailed in subsection (a) above is met as of the December 31 of the preceding calendar year, the Participant may direct that his Elective Deferrals from Base Salary for the calendar year be credited with earnings or losses based on any investment option available under the Plan.
(c)A Participant’s Elective Deferrals from Bonuses for a calendar year will be deemed to be invested in UFP Stock unless:
(1)If the Participant has less than five Years of Service with the Company as of the December 31 preceding the June 30 by which the election must be made, the Participant owns UFP Stock with a market value as of the preceding April 30 of at least one (1) times the Participant’s annualized box 1 W-2 compensation for the calendar year preceding the calendar year for which the Elective Deferral from his Bonus is made.
(2)If the Participant has at least five but less than ten Years of Service with the Company as of the December 31 preceding the June 30 by which the election must be made, the Participant owns UFP Stock with a market value as of the preceding April 30 of at least two (2) times the Participant’s annualized box 1

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W-2 compensation for the calendar year preceding the calendar year for which the Elective Deferral from his Bonus is made; or
(3)If the Participant has ten or more Years of Service with the Company as of the December 31 preceding the date by which the election must be made, the Participant owns UFP Stock with a market value as of preceding April 30 of at least three (3) times the Participant’s annualized box 1 W-2 compensation for the calendar year preceding the calendar year for which the Elective Deferral from his Bonus is made.

For purposes of this subsection, if a Participant’s box 1 W-2 compensation for any calendar year is for work performed for less than a 12-month period, the Participant’s box 1 W-2 compensation for the calendar year shall be annualized by multiplying his box 1 W-2 compensation by 12 and dividing it by the number of full and partial months he worked during the year.

(d)If the applicable requirement detailed in subsection (c) above is met as of the June 30 by which the Participant’s Bonus deferral election must be made, the Participant may direct that his Elective Deferrals from his Bonus for the calendar year be credited with earnings or losses based on any investment option available under the Plan.
(e)For example, if a Participant who has completed three Years of Service with the Company as of December 31, 2019 defers $10,000 of his Base Salary for 2020, his Elective Deferrals from his Base Salary will be invested in UFP Stock unless he owns UFP Stock with a market value as of September 30, 2019 equal to his 2018 compensation as reported in box 1 of his 2018 W-2 (assuming he worked for the Company for all of 2018). If the Participant elects to defer all or any portion of his 2020 Bonus that is payable in 2021, his Elective Deferrals from his Bonus will be invested in UFP Stock unless he owns UFP Stock with a market value as of April 30, 2020 equal to his 2019 compensation as reported in box 1 of his 2019 W-2 (assuming he worked for the Company for all of 2019).
4.5Vesting

Except as provided in Sections 4.6 and 5.3, all amounts credited to a Participant’s Account are always 100% vested.

4.6Forfeiture

If a Participant’s employment is terminated by the Company in connection with Substantial Cause, or if the Company determines that Substantial Cause exists with respect to a Participant at any time prior to payment of the Participant’s benefits from the Plan pursuant to Section 5.3, then the Participant’s Account balance under the Plan shall be reduced by the lesser of (i) the amount of material harm or damages incurred by the Company as a result of the Substantial Cause, including but not limited to any costs related to investigation or prosecution of the Substantial

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Cause, all as determined in the sole discretion of the Administrative Committee, or (ii) the full balance of the Participant’s Account at the time of the Substantial Cause.

Article 5​
Distribution of Benefits
5.1Distributable Events

A Participant shall have a Distributable Event for purposes of the Plan on the date the first of the following events occurs:

(a)The Participant has a Separation from Service;
(b)The Participant dies while employed by the Company;
(c)The Participant incurs a Total Disability while employed by the Company; or
(d)A Change in Control occurs.
5.2Amount of Benefits

A Participant’s benefits under the Plan shall be equal to the amount credited to the Participant’s Account on a date determined by the Company that is no more than one month prior to the date the amount is distributed to the Participant.

5.3Time of Payment
(a)A Participant’s benefits from the Plan triggered by the occurrence of a Distributable Event shall be paid in a single lump sum payment due at the following time:
(1)If the Distributable Event is the Participant’s Separation from Service before age 55, benefits shall be paid on the first anniversary of the Separation from Service; and
(2)If the Distributable Event is the Participant’s death, Total Disability, Separation from Service after age 55, or Change in Control, benefits shall be paid 60 days after the Participant’s Distributable Event occurs.
(b)Notwithstanding subsection (a) above, if the Participant is a Key Employee and the Distributable Event is the Participant’s Separation from Service, distribution shall be delayed until the six-month anniversary of the date of the Participant’s Separation from Service, unless the Participant dies prior to the end of the six-month period.

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(c)If, during the Participant’s employment with the Company or the twelve-month period following his Separation from Service, the Participant violates any confidentiality agreement, intellectual property agreement or non-competition agreement with the Company or any Related Employer in effect while the Participant is employed by the Company or a Related Employer or at the time of the Separation from Service, the Participant’s Account shall be reduced to reflect the value that is the lesser of:
(1)The actual Account value on the date of Separation from Service; or
(2)The value the Account would have been on the date of Separation from Service if it had been credited with an earnings rate of 0% from the time the Elective Deferrals were initially credited to the Account and no discount had been available for deemed investments in UFP Stock.
5.4Form of Payment

A Participant’s benefits from the Plan shall be distributed in cash, except all amounts treated as invested in UFP Stock shall be distributed in the form of certificates for whole shares of UFP Stock and any fractional shares shall be withheld to cover taxes. In addition, no fractional shares shall be paid pursuant to any in-service distribution election made under Section 4.2(f).

5.5Beneficiary Designations

“Beneficiary” means the beneficiary designated in writing by the Participant to receive benefits from the Plan in the event of the Participant’s death. The Beneficiary shall be designated on a form provided by the Plan Administrator, and the Participant may change the Beneficiary designation at any time by signing and delivering a new form to the Plan Administrator.  A beneficiary designation will become effective upon receipt by the Plan Administrator, but only if received before the Participant’s death.    

A trust may be designated as a Beneficiary.  If this occurs, the Plan Administrator will determine the rights of any trustee designated as a Beneficiary without responsibility for determining the validity, existence or provisions of that trust, and will have no responsibility for the use of amounts paid to that trustee or for the discharge of the trust.

If a Participant designates the Participant’s Spouse as Beneficiary and the Participant and Spouse are subsequently divorced, the judgment of divorce will be considered to revoke the prior Beneficiary designation of the Spouse.

The rules of this paragraph apply unless provided otherwise in a Participant’s Beneficiary designation form.  If a Participant designates one primary Beneficiary and the Beneficiary dies after the Participant but before benefit payments are completed, any remaining benefits will be payable to the secondary Beneficiary.  If a Participant fails to designate a secondary Beneficiary, or if no secondary Beneficiary survives the primary Beneficiary, any remaining benefits will be payable to the deceased primary Beneficiary’s heirs in the manner described in the next paragraph.  

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If a Participant designates more than one primary Beneficiary or more than one secondary Beneficiary and a Beneficiary dies before benefit payments are made, the share payable to the deceased Beneficiary will be paid to the deceased Beneficiary’s heirs in the manner described in the next paragraph as if the Beneficiary was the Participant.

If a Participant fails to designate a Beneficiary, or if no designated Beneficiary survives a Participant, distribution will be made in equal shares to the members of the first of the classes listed below having a living member on the date the distribution is payable.  The classes, in order of priority, are as follows:

(1)The Participant’s Spouse;
(2)The Participant’s children (natural, legally adopted or children placed for adoption) or their then-living issue, by right of representation; and
(3)The Participant’s estate, if the estate is under active administration.  If the Participant’s estate is not under active administration, the legal heirs of the Participant under the intestacy laws of the Participant’s state of residence on the date of the Participant’s death.

A Beneficiary is permitted to disclaim the Beneficiary’s rights to a death benefit under the Plan to the extent permitted by applicable law.  If this occurs, the Beneficiary will be treated as predeceasing the Participant for purposes of this Section.

The records of the Plan Administrator will be conclusive as to the proper payee and the amount payable.  A distribution made based upon these facts will be treated as a complete discharge of all obligations under the Plan.

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5.6Unforeseeable Emergency

If a Participant incurs an unforeseeable emergency within the meaning of Treasury Regulation §1.409A-3(i)(3)(i), the Committee may pay the Participant some or all of the remaining balance of the Award in a lump sum in lieu of following the payment timing set forth in Section 5.3. The Committee will evaluate requests for payment due to unforeseeable emergency under the facts and circumstances of the situation. The amount of any payment made on account of an unforeseeable emergency shall not exceed the amount reasonably necessary to satisfy the financial hardship, including amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the payment, as determined by the Committee. No early payment will be made to extent that the financial hardship can be relieved (i) through reimbursement or compensation by insurance or otherwise or (ii) by liquidation of the Participant’s assets without such liquidation itself causing a severe financial hardship.

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5.7Tax Withholding

Any applicable federal, state, or local taxes shall be withheld from the benefits paid to a Participant or the Participant’s Beneficiary to the extent required by law or elected by the Participant or Beneficiary.

5.8Prohibition on Assignment and Alienation
(a)The deferred compensation payments under the Plan are not subject to assignment or alienation in any manner, and are to be exempt, to the maximum extent permitted by law, from the claims of creditors. As used in this section, the words “assignment” and “alienation” include any sale, transfer, or other disposition; any anticipation, pledge, security agreement, or other method of securing payment or performance of an obligation; any garnishment, execution, attachment, levy, or other method of satisfying a creditor’s claims.
(b)The prohibition on assignment and alienation does not apply to qualified medical child support orders within the meaning of ERISA §609(a)(2)(A).
(c)The prohibition on assignment and alienation does not apply to claims of the Company or any Affiliate. When any amount becomes payable under the Plan, the Company may offset the amount otherwise payable by the amount of any outstanding debt, liability, or other obligation of the payee to the Company or any affiliate.
(d)The prohibition on assignment and alienation does not apply to tax withholding. No benefit or interest under the Plan is subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of a Participant or the Participant’s Beneficiary.
Article 6​
Funding
6.1No Trust or Other Fiduciary Relationship

The Plan does not create any trust or other fiduciary relationship of any kind with respect to the deferred compensation or any asset of the Company. The Company has complete legal and beneficial ownership of all assets attributable to deferred compensation. The right to deferred compensation under the Plan is merely an unsecured promise of the Company to pay the deferred compensation from the Company’s general assets. The Plan does not require the Company or the Committee to establish any fund or segregate any assets for the benefit of any Participant.

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6.2Establishment of Trust Fund

The Company may enter into a trust agreement with an unrelated financial institution, as Trustee, to establish a Trust Fund to accumulate reserve of assets for the payment of benefits under the Plan, but Participants will have no interest in any such reserve (or any other assets of the Company) other than their interests as creditors with unsecured claims for payment of deferred compensation according to the terms of the Plan. If a Trust Fund is established, the Company may, but is not required to, make contributions to the Trust Fund. However, if a Change in Control occurs, the Company shall establish a Trust Fund and shall contribute to the Trust Fund an amount, if any, necessary so that the assets of the Trust Fund are sufficient to pay all amounts credited to Participants’ Accounts.

Article 7​
Administration
7.1Plan Administrator

The Company shall have the sole responsibility for the administration of the Plan and is designated as named fiduciary and Plan Administrator. The Plan Administrator shall have the power and duties which are described in this Article. The Administrative Committee shall carry out the functions of the Plan Administrator with respect to the day-to-day operations of the Plan. If a member of the Administrative Committee is a Participant, the member shall abstain from voting on any matter relating to the member’s benefits under the Plan.

The Administrative Committee may adopt such policies and procedures as it deems necessary, desirable, or appropriate. All policies, procedures, and decisions of the Administrative Committee will be uniformly applied to all Participants in similar circumstances. When making a determination or calculation, the Administrative Committee will be entitled to rely upon information furnished by a Participant, Beneficiary, or alternate payee, the Company, or the Company’s legal counsel.

7.2Powers of Plan Administrator

The Plan Administrator has discretionary authority over the administration of the Plan, including the discretionary authority to—

(a)establish rules, procedures and forms for the administration of the Plan;
(b)determine all claims for benefits and review all adverse determinations;
(c)interpret and construe the Plan;
(d)correct errors in the administration of the Plan, including the power to adjust payments;

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(e)employ attorneys, accountants and other professional advisors to give advice regarding the operation and administration of the Plan; and
(f)delegate administrative duties to other persons.

The Plan Adminstrator’s exercise of discretion under the Plan is absolute, need not be uniform among Participants, and may vary from one Participant to another.

7.3Maintenance of Records

The Committee shall maintain records as necessary or appropriate to comply with the recordkeeping, reporting, and disclosure requirements of ERISA. The Committee shall also maintain records as necessary or appropriate to satisfy the recordkeeping requirements of the Code, including records sufficient to demonstrate compliance with the requirements Code §409A.

7.4Appeal Procedure

Any Participant whose application for benefits under the Plan has been denied, in whole or in part, shall be given written notice of the denial of benefits by the Plan Administrator. The notice shall be in easily understood language and shall indicate the reasons for denial and the specific provisions of the Plan on which the denial is based. The notice shall explain that the Participant may request a review of the denial and the procedure for requesting review. The notice shall describe any additional information necessary to approve the Participant’s claim and explain why such information is necessary.

A Participant may make a written request to the Plan Administrator for a review of any denial of benefits under the Plan. The request for review must be in writing and must be made within 60 days after the mailing date of the notice of denial. The request shall refer to the provisions of the Plan on which it is based and shall set forth the facts relied upon as justifying a reversal or modification of the determination being appealed.

A Participant who requests a review of a denial of benefits in accordance with this appeal procedure may examine pertinent documents and submit pertinent issues and comments in writing. A Participant may have a duly authorized representative act on his behalf in exercising his right to request a review and any other rights granted by this appeal procedure. The Plan Administrator shall provide a review of the decision denying the claim for benefit within 60 days after receiving the written request for review (or 45 days, if the claim involves a determination of Disability).

A Participant shall not be permitted to commence any legal action against the Company regarding benefits under the Plan before exhausting the appeal procedure contained in this Section.

7.5Indemnification of Administrative Committee

The Company shall indemnify and hold harmless the members of the Administrative Committee and their duly appointed agents against any and all claims, loss, damage, expense or

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liability arising from any action or failure to act with respect to the Plan, except in the case of gross negligence or willful misconduct by any such member or agent of the Administrative Committee.

Article 8​
Miscellaneous
8.1No Employment Rights

The Plan does not create any right to employment or restrict the Company’s right to terminate any Employee’s employment.

8.2Amendment

The Company may amend the Plan at any time, in the Company’s discretion, with or without advance notice to Employees, Participants or Beneficiaries, but no amendment will be effective unless it is set forth in writing and signed by the Chairman of the Board, by the Chief Executive Officer, Corporate Secretary or by any other person specifically authorized by the Board or the bylaws of the Company. However, no amendment shall reduce the amount credited to a Participant’s Account without the written consent of the affected Participant.

8.3Termination

The Company may terminate the Plan at any time, in the Company’s discretion, with or without advance notice to Employees, Participants or Beneficiaries. If the Plan is terminated, no additional amounts shall be credited to a Participant’s Account under Section 4.2, but the Participant’s Account shall be adjusted for the results of hypothetical investments under Section 4.3 until the Participant’s benefits are distributed to the Participant.

The Participant shall be entitled to receive the amounts credited to his Account upon satisfying the requirements for payment of benefits under the Plan. However, the Company may pay the Participant the amount credited to the Participant’s Account at any time after the Plan is terminated if the payment is permitted by Section 409A of the Code.

8.4Severability
(a)The Plan will be administered so as to comply with Code §409A. If any provision of the Plan conflicts with any requirement of Code §409A, the requirement of Code §409A will control. For example, and without limiting the generality of the foregoing, a change in control event does not occur unless the event qualifies as a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Code §409A.

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(b)If a court determines that any provision of the Plan is unenforceable, the court may modify the provision, if possible, so as to give effect to the Plan in a way that is consistent with the purpose of the Plan and the requirements of governing law. If such a modification is not possible, the court may sever the unenforceable provision and enforce the rest of the Plan in a way that is consistent with the purpose of the Plan and the requirements of governing law.
(c)The Company or the Plan Administrator may apply any permissive provision of any applicable law or regulation unless the provision is contrary to the terms of the Plan.
8.5Construction

Words used in the masculine shall apply to the feminine where applicable. Wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural.

8.6Governing Law

The Plan is governed by the law of the State of Michigan, even if principles of Michigan law regarding conflict of laws or choice of law would otherwise require or permit a court to apply the law of another jurisdiction, except to the extent that Michigan law is preempted by the laws of the United States of America (including any common law developed by federal courts under the applicable laws of the United States).

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Signature

The Company has signed the amended and restated UFP Industries, Inc. Deferred Compensation Plan effective as of January 1, 2025.

UFP INDUSTRIES, INC.

By​ ​​ ​

Its​ ​​ ​

Page 21 of 21

Exhibit 10(d)

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UFP INDUSTRIES, INC.

EXECUTIVE STOCK GRANT PROGRAM

Second Amended and Restated Effective January 1, 2023

(As Amended as of December 6, 2024, and as of January 1, 2025)

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INDEX

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Page

Article 1 Establishment and Purpose‌1

1.1History of the Program‌1

1.2Status of Program Under ERISA‌1

1.3Compliance with Section 409A‌1

Article 2 Definitions‌1

Article 3 Participation‌7

3.1Eligibility for Participation‌7

3.2Termination of Active Participation‌7

Article 4 Amounts Credited to Accounts‌7

4.1Participants’ Accounts‌7

4.2Amounts Credited to Participant Accounts‌7

4.3Amounts Credited for Company Dividends‌8

4.4Vesting and Forfeiture‌8

4.5Voting Rights with Respect to Participant Shares‌9

Article 5 Distribution of Benefits‌9

5.1Hardship Withdrawals‌9

5.2Forfeiture of Vested Benefits‌10

5.3Duty of Loyalty‌10

5.4Payment Timing & Terms‌11

5.5Spendthrift Provision‌11

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Article 6 Funding‌11

6.1Establishment of Trust Fund‌11

6.2Status as Grantor Trust‌12

6.3Status of Participants as Unsecured Creditors‌12

Article 7 Administration‌12

7.1Administrator‌12

7.2Powers of Administrator‌12

7.3Standard of Care‌13

7.4Appeal Procedure‌13

7.5Indemnification of Committee‌14

Article 8 Miscellaneous‌14

8.1Employment Rights‌14

8.2Tax Withholding‌14

8.3409A Savings Clause & Severability‌14

8.4Construction‌15

8.5Facility of Payment.‌15

8.6Amendment‌16

8.7Termination‌16

Signature‌16

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UFP INDUSTRIES, INC.
EXECUTIVE STOCK GRANT PROGRAM
_________________________

Article 1​
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Establishment and Purpose
1.1History of the Program

The Company established this Executive Stock Grant Program (the "Program") under Article 10 of the Company’s Long Term Stock Incentive Plan, as amended and restated (the "Plan").  The Program became effective on January 1, 2009, was amended and restated effective as of January 1, 2020, was amended and restated as of January 1, 2023, and was further amended as of December 6, 2024, and as of January 1, 2025.  Except as otherwise provided herein, the Program shall be administered in accordance and subject to the terms of the Plan, and the Shares subject to Awards under this Program shall be granted under the Plan.  

1.2Status of Program Under ERISA

The Program is intended to be "unfunded," terminable by the Company, and maintained "primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" for purposes of ERISA.  Accordingly, the Program is not intended to be covered by Parts 2 through 4 of Subtitle B of Title I of ERISA.  

1.3Compliance with Section 409A

To the extent the Program provides deferred compensation under Section 409A of the Code, the Program is intended to comply with Section 409A.  The Program is intended to be interpreted consistent with the requirements of Section 409A of the Code.

Article 2​
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Definitions

The following terms shall have the meanings described in this Article unless the context clearly indicates another meaning.  All other defined terms shall have the meanings set forth in the Program.

2.1Accounts

"Accounts" means the bookkeeping records of the Participants’ benefits under the terms of the Program.  

2.2Administrator

"Administrator" means the fiduciary responsible for the operation and administration of the Program as provided in Article 7.  The Company shall be the Administrator.  

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2.3Beneficiary

“Beneficiary” means the beneficiary designated in writing by the Participant to receive benefits from the Program in the event of the Participant’s death. The Beneficiary shall be designated on a form provided by the Administrator, and the Participant may change the Beneficiary designation at any time by signing and delivering a new form to the Administrator.  A beneficiary designation will become effective upon receipt by the Administrator, but only if received before the Participant’s death.

A trust may be designated as a Beneficiary.  If this occurs, the Administrator will determine the rights of any trustee designated as a Beneficiary without responsibility for determining the validity, existence or provisions of that trust, and will have no responsibility for the use of amounts paid to that trustee or for the discharge of the trust.

If a Participant designates the Participant’s spouse as Beneficiary and the Participant and spouse are subsequently divorced, the judgment of divorce will be considered to revoke the prior Beneficiary designation of the spouse.

The rules of this Section 2.3 apply unless provided otherwise in a Participant’s Beneficiary designation form.  If a Participant designates one primary Beneficiary and the Beneficiary dies after the Participant but before benefit payments are completed, any remaining benefits will be payable to the secondary Beneficiary.  If a Participant fails to designate a secondary Beneficiary, or if no secondary Beneficiary survives the primary Beneficiary, any remaining benefits will be payable to the deceased primary Beneficiary’s heirs in the manner described below.  If a Participant designates more than one primary Beneficiary or more than one secondary Beneficiary and a Beneficiary dies before benefit payments are made, the Shares payable to the deceased Beneficiary will be paid to the deceased Beneficiary’s heirs in the manner described below as if the Beneficiary was the Participant.

If a Participant fails to designate a Beneficiary, or if no designated Beneficiary survives a Participant, distribution will be made in equal shares to the members of the first of the classes listed below having a living member on the date the distribution is payable.  The classes, in order of priority, are as follows:

(1)The Participant’s spouse;
(2)The Participant’s children (natural, legally adopted or children placed for adoption) or their then-living issue, by right of representation; and
(3)The Participant’s estate, if the estate is under active administration.  If the Participant’s estate is not under active administration, the legal heirs of the Participant under the intestacy laws of the Participant’s state of residence on the date of the Participant’s death.

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A Beneficiary is permitted to disclaim the Beneficiary’s rights to a death benefit under the Program to the extent permitted by applicable law.  If this occurs, the Beneficiary will be treated as predeceasing the Participant for purposes of this Section.

The records of the Administrator will be conclusive as to the proper payee and the amount payable.  A distribution made based upon these facts will be treated as a complete discharge of all obligations under the Program.

2.4Change in Control

"Change in Control" means any of the following but only to the extent that such events meet the requirements of Treas. Reg. §1.409A-3(i)(5), or any successor provisions:

(a)The sale of 40% or more of the material operating assets of the Company to a person or entity not affiliated with the Company prior to such sale;
(b)The acquisition of stock of the Company possessing more than 30% of the total voting power of the stock of the Company, by a person, entity or group of people or entities acting as a group for voting or control purposes; or
(c)The replacement of a majority of the members of the Board during a twelve (12) consecutive month period by persons whose appointment or election was not endorsed by a majority of the Board immediately prior to such appointments or elections.
2.5Closing Price

"Closing Price" shall mean the Nasdaq Official Close Price as reported on the NASDAQ Exchange.

2.6Committee

"Committee" shall mean the Committee of the Board of Directors of the Company designated in the Plan to administer such Plan, as such term is defined in the Plan.

2.7Company

"Company" means UFP Industries, Inc.

2.8Deferred Compensation Plan

"Deferred Compensation Plan" means the UFP Industries, Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2020 and as may be amended.

2.9Determination Period

"Determination Period" means with respect to a Participant who has a Separation from Service between January 1 and March 31, the second Year preceding the Year during which the Separation from Service occurred.  If the Participant has a Separation from Service between April 1 and December 31, the Determination Period is the preceding Plan Year.

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2.10Distributable Event

"Distributable Event" means the earliest of the following to occur  with respect to a Participant:

(a)The Participant has a Separation from Service;
(b)The Participant dies while employed by the Company;
(c)The Participant incurs a Total Disability; or
(d)A Change in Control occurs.
2.11Employee

"Employee" means a common-law employee of the Company or a Subsidiary.  An individual who is treated as an independent contractor by the Company or Subsidiary is not an Employee.

2.12ERISA

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

2.13Gross Misconduct

"Gross Misconduct" means one or more of the following:

(a)Embezzlement or theft from the Company or any Subsidiary;

(b)An unauthorized disclosure of the trade secrets or other proprietary information of the Company or a Subsidiary; or

(c)A breach of the duty of loyalty described in Section 5.3.

The definition of "Gross Misconduct" is relevant only for purposes of the forfeiture provisions in Section 5.2 and does not change the status of a Participant as an "employee at will."

2.14Key Employee

"Key Employee" means any employee of the Company or a Subsidiary who at any time during the Determination Period was a "specified employee" within the meaning of Treas. Reg. §1.409A-1(i), or any successor provision, and may include.

(a)An officer of the Company or a Subsidiary whose annual compensation from the Company and any Subsidiary is more than $150,000 (as adjusted under Section 416(i)(1) of the Code for Years beginning after December 31, 2008);

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(b)A person having more than a 5% ownership interest in the Company or a Subsidiary; or
(c)A person having more than a 1% ownership interest in the Company or a Subsidiary, and whose annual Compensation from the Company and all Subsidiaries is more than $150,000.

The determination of who is a Key Employee shall be made in accordance with Sections 409A and 416(i)(1) of the Code and the applicable regulations and guidance.

2.15Participant

"Participant" means an Employee or former Employee of the Company or a Subsidiary who has met the requirements for participation under the terms of Article 3 of this Program and who is or may become eligible to receive benefits under this Program.

2.16Participant Shares

"Participant Shares" means the Shares awarded to a Participant pursuant to Sections 4.2 and 4.3 and credited to the Participant's Account pursuant to 4.1, to the extent vested or unvested. Such term shall collectively refer to Unvested Participant Shares and Vested Participant Shares.  

2.17Separation from Service

"Separation from Service" means a "separation from service" under Section 409A of the Code.  Generally, this occurs if a Participant is reasonably anticipated to have a substantial permanent reduction in the bona fide level of services provided to the Company and all Subsidiaries (whether provided as an employee or an independent contractor).  The reduction shall be "substantial" only if the reduced bona fide level of services is less than 50% of the average bona fide level of services provided by Participant to the Company and all Subsidiaries during the immediately preceding 36 months (or the Participant’s entire period of service, if less than 36 months).  A member of the Board shall be treated as having a Separation from Service as of the date that he or she is no longer a member of the Board.

2.18Shares

"Shares" means shares of the common stock of the Company.

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2.19Subsidiary

"Subsidiary" means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.

2.20Total Disability

"Total Disability" means the Participant meets one of the following requirements, to the extent it qualifies as a Disability within the meaning of Treas. Reg. §1.409A-3(i)(4):  

(a)The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable mental or physical impairment which can be expected to result in death or can be expected to last for a continuous period of at least 12 months; or

(b)The Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under a Company-sponsored disability plan.  

The existence of a Total Disability shall be established by the certification of a physician or physicians selected by the Administrator, unless the Administrator determines that an examination is unnecessary.  Alternatively, a Participant shall be considered to have a Total Disability if the Participant is determined to be disabled by the Social Security Administration.

2.21Trust Agreement

"Trust Agreement" means the trust agreement used to establish the Trust Fund.

2.22Trust Fund

"Trust Fund" means the assets held under the Trust Agreement in a trust, if one is established, that conforms with the model rabbi trust found in Internal Revenue Procedure 92-64, and meets the requirements of Code Section 409A, and is a grantor trust, of which the Company is the grantor, within the meaning of Subpart E, Part I, Subchapter J, Chapter 1, Subtitle A of the Code.

2.23Unvested Participant Shares

"Unvested Participant Shares" means all or a portion of the Participant Shares credited to a Participant's Account pursuant to Article 4 to the extent that they are not Vested Participant Shares.

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2.24Vested Participant Shares

"Vested Participant Shares" means all or a portion of the Participant Shares credited to a Participant's Account pursuant to Section 4 that have become vested and met the applicable vesting requirements set forth in Section 4.4 of this Program.

2.25Year

"Year" means the 12-consecutive-month period beginning on January 1 and ending on December 31.

Article 3​
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Participation
3.1Eligibility for Participation

Employees of the Company or a Subsidiary that (a) participate in the Deferred Compensation Plan, (b) elect to have all or a portion of his or her Elective Deferral to be deemed to be invested in Shares, and (c) who qualify as members of a "select group of management or other highly compensated employees" under Title I of ERISA shall automatically become a Participant in the Program.  

3.2Termination of Active Participation

The Committee may remove an Employee from further active participation in the Program.  If a Participant experiences a Separation from Service or otherwise ceases to be actively employed by the Company, the Participant shall not have any additional amounts credited to his or her Account under Section 4.2; however, credits of Participant Shares to a Participant’s Account may continue as applicable pursuant to Section 4.3 until the balance of Participant's Account and the Participant Shares credited thereunder are distributed or forfeited.

Article 4​
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Amounts Credited to Accounts
4.1Participants’ Accounts

The Administrator shall maintain an Account for each Participant to record the Participant’s benefits under the terms of the Program.  Participant Shares shall be credited and allocated to a Participant’s Account as provided in this Article 4.  

4.2Amounts Credited to Participant Accounts
(a)Commencing with deferrals made under the Deferred Compensation Plan on or after January 1, 2025, each Participant shall be credited with Unvested Participant Shares equal to $0.35 for every $1.00 of Base Salary and/or Bonus (each as defined in the Deferred Compensation Plan) which the Participant defers under the Deferred Compensation Plan for the prior Year and which is deemed to be invested in

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Shares under the terms and conditions of the Deferred Compensation Plan. Notwithstanding the foregoing, in no event shall the aggregate Elective Deferrals (as defined in the Deferred Compensation Plan) to be considered in the calculation of the total number of Unvested Participant Shares granted to a Participant under this Section 4.2 exceed the limits set forth in attached Appendix A.
(b)A Participant will be credited with a number of Unvested Participant Shares equal to thirty-five percent (35%) of (i) the amount of deferred Base Salary, divided by the Closing Price on the date the Base Salary would have otherwise been paid to Participant, and (ii) the amount of the Bonus, divided by the Closing Price on the date the Bonus would have otherwise been paid to Participant.
4.3Amounts Credited for Company Dividends

If the Company pays a dividend on its Shares,  a Participant's Account shall be credited with additional Shares, with respect to both Unvested Participant Shares and Vested Participant Shares credited to a Participant's Account as of the Credit Date as of the end of the immediately preceding Year, in an amount equal to the number of Participant Shares credited the Participant's Account as of the Credit Date, multiplied by a fraction, the numerator of which equals the per Share cash dividend and the denominator of which equals the Closing Price on the date the dividend is paid.  The Credit Date means the date, each Year, that all Participant Shares are allocated to a Participant's Account as a result of Elective Deferrals under the Deferred Compensation Plan for the immediately preceding Year.

4.4Vesting and Forfeiture
(a)Vesting and Forfeiture.  Each Participant's Unvested Participant Shares credited to that Participant’s Account pursuant to Sections 4.2 and 4.3 shall vest and become Vested Participant Shares as provided in this Section 4.4.
(1)General Rule.  Unvested Participant Shares credited to a Participant's Account under Section 4.2 shall vest, in full, and become Vested Participant Shares separately on the fifth anniversary of the Credit Date, provided that the Participant remains employed by the Company or a Subsidiary on such applicable fifth anniversary.  A separate subaccount shall be maintained for each credit of Shares to a Participant. Participant Shares credited to a Participant under Section 4.3 shall vest in accordance with the manner in which the Participant Shares are allocated as Unvested Participant Shares and Vested Participant Shares.
(2)Age 60, Death, Disability or Change in Control.  Subject to Section 5.2 below, Unvested Participant Shares credited to a Participant's Account shall vest in full, and become Vested Participant Shares, in the event that the Participant attains age 60, dies, incurs a Total Disability or a Change in Control occurs, while the Participant is employed by the Company or a Subsidiary.
(3)Forfeiture.  If a Participant has a Separation from Service prior to the date of the events set forth in Section 4.4(a)(2), all Unvested Participant Shares shall be forfeited immediately.  The Participant shall not be entitled to any payment or other economic

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benefit with respect to such forfeited Unvested Participant Shares pursuant to the terms of this Program. The Participant’s forfeiture shall not be reallocated to the Accounts of other Participants, but shall reduce the Company’s liability under the Program.
4.5Voting Rights with Respect to Participant Shares

Participants shall have no voting rights with respect to Participant Shares allocated to their Accounts unless and until such Participant Shares are distributed to such Participant or Beneficiary pursuant to the terms of this Program. Participants and Beneficiaries are not shareholders of the Company or any Subsidiary by virtue of the Participant Shares credited to their Accounts and have no equity ownership interest in the Company or any Subsidiary by virtue of this Program, unless and until such Participant Shares are distributed to such Participant or Beneficiary pursuant to the terms of this Program.

Article 5 ​
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Distribution of Benefits
5.1Hardship Withdrawals

A Participant who has an unforeseeable financial emergency may receive payment while employed by the Company or a Subsidiary of all or part of the vested amount credited to the Participant’s Account.  A Participant may only withdraw the amount reasonably needed to satisfy the financial emergency need, including taxes reasonably anticipated to result from the distribution.

For purposes of this Section 5.1, an unforeseeable financial emergency is a severe financial hardship of the Participant resulting from:  a sudden and unexpected illness or accident of the Participant or a dependent of the Participant; loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, to the extent such event qualifies under Treas. Reg. §1.409A-3(i)(3) or any successor provisions.  But the Participant will not be considered to have an unforeseeable emergency if the hardship is or may be relieved:

(a)Through reimbursement or compensation by insurance or otherwise; or
(b)By liquidation of the Participant’s assets, to the extent the liquidation of such assets would itself not cause severe financial hardship.

The need to send a Participant’s child to college or the desire to purchase a home are not unforeseeable emergencies for purposes of this Section 5.1.

The Administrator may periodically establish administrative rules regarding withdrawals under this Section 5.1.  Any hardship withdrawals made by a Participant shall reduce the number of Participant Shares credited to Participant's Account and correspondingly the amount distributable to the Participant under this Article 5.

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5.2Forfeiture of Vested Benefits

Notwithstanding anything else herein to the contrary, the Participant shall forfeit all Participant Shares, including Vested Participant Shares and Unvested Participant Shares, credited to his or her Account if:

(a)The Participant has a voluntary or involuntary Separation from Service after the Participant commits Gross Misconduct.
(b)The Participant fails to comply with the duty of loyalty described in Section 5.3.

The amount of any forfeitures under this Section 5.2 shall reduce the Company’s liability under this Program and shall not be reallocated to the Accounts of other Participants.

5.3Duty of Loyalty

Each Participant has a duty of loyalty to the Company and its Subsidiaries.  While the Participant is employed by the Company or a Subsidiary, this duty includes the following:

(a)The Participant shall use the Participant’s best efforts in performing any job duties assigned to the Participant.
(b)The Participant shall not have an ownership interest in any other entity if that ownership interest detracts from the Participant’s job duties for the Company or a Subsidiary, or is inconsistent with the best interests of the Company or a Subsidiary.
(c)The Participant shall not provide services to any other entity if those services detract from the Participant’s job duties for the Company or is in any way inconsistent with the best interests of the Company or a Subsidiary.
(d)The Participant shall not take advantage of any business opportunities for the Participant’s individual benefit if the business opportunity should have been provided to the Company or a Subsidiary.

If the Company notifies a Participant that the Participant is in violation of the duty of loyalty described in this Section 5.3, the Participant shall have ten days to cure any violation as required by the Company or forfeit all rights to subsequent benefits from the Program.  If the Participant cures a violation of the duty of loyalty, but then violates the duty of loyalty a second time, the Participant shall immediately forfeit all rights to subsequent benefits from the Program without being given the right to cure the violation.

The determination of whether a Participant has violated the duty of loyalty described in this Section 5.3 shall be made by the Administrator in its sole discretion.

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5.4Payment Timing & Terms

All Vested Participant Shares credited to a Participant's Account shall be distributed to a Participant or the Participant's Beneficiary, as applicable, in a single lump sum payable in the form of certificates for whole Shares of the Company (except for fractional Shares which shall be paid in cash or withheld to cover taxes) at the first of the following to occur:

(a)If a Distributable Event occurs as a result of the Participant’s Total Disability or Separation from Service, the Vested Participant Shares shall be paid not later than 90 days after the Distributable Event.  
(b)If the Participant has a Distributable Event because of a Change in Control, the Participant Shares shall be paid on the date of the Change in Control.
(c)If a Participant has a Distributable Event because of the Participant’s death, the Vested Participant Shares shall be paid to the Participant’s Beneficiary on the date that is 90 days after the Participant’s death.  
(d)Notwithstanding anything else to the contrary including the provisions of this Section 5.4, payment to a Key Employee as a result of a Separation from Service will be delayed until the six-month anniversary of the date the Key Employee has a Separation from Service or the date of the Key Employee’s death, if earlier.
5.5Spendthrift Provision

No benefit or interest under the Program is subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of a Participant or the Participant’s Beneficiary, and are exempt, to the maximum extent permitted by law, from the claims of creditors. Any attempt by a Participant or Beneficiary to assign or alienate the benefits issued pursuant to the terms of this Program shall cause all of such benefits to be immediately forfeited and neither Participant nor Beneficiary shall be entitled to any payment or other economic benefit with respect to the forfeited Incentive Benefit or otherwise under the terms of the Program. As used in this section, the words assignment and alienation include any sale, transfer, or other disposition; any anticipation, pledge, security agreement, or other method of securing payment or performance of an obligation; any garnishment, execution, attachment, levy, or other method of satisfying creditors’ claims. Notwithstanding the foregoing, the prohibition on assignment and alienation shall not restrict the Company or any Subsidiary’s obligation to engage in tax withholding.

Article 6​
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Funding
6.1Establishment of Trust Fund

The Company may enter into a Trust Agreement to establish a Trust Fund and shall contribute Shares to the Trust Fund as such Shares are granted to Participants.  Any Shares

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forfeited by Participants may be retained in the Trust and used to reduce future contributions to be made by the Company.

6.2Status as Grantor Trust

The Trust Fund shall be a grantor trust.  The Trust Agreement shall provide that the assets of the Trust Fund are subject to the claims of the Company’s general creditors if the Company becomes insolvent. In addition, neither this Program nor the establishment of a Trust Fund shall create any trust or other fiduciary relationship of any kind with respect to the deferred compensation or any asset of the Company. The Company has complete legal and beneficial ownership of all assets in the Trust Fund and Participant Accounts until distributed pursuant to the terms of this Program. The right to benefits under the Program is merely an unsecured promise of the Company to pay the deferred compensation from the Company’s general assets. The Program does not require the Company or the Committee to establish any fund or segregate any assets for the benefit of any Participant.

6.3Status of Participants as Unsecured Creditors

The obligation of the Company to pay benefits under the Plan shall be unsecured.  Each Participant is an unsecured creditor of the Company.  The Plan constitutes a mere promise by the Company to make benefit payments in the future.

The establishment of an Account for a Participant and the Company’s payment of contributions to the Trust Fund are not intended to create any security for payment of benefits under the Plan or change the status of the Plan as an unfunded plan.

Article 7​
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Administration
7.1Administrator

The Company shall have the sole responsibility for the administration of the Plan and is designated as named fiduciary and Administrator.  The Administrator shall have the power and duties which are described in this Article.  The Committee shall carry out the functions of the Administrator with respect to the day-to-day operation of the Program.  If a member of the Committee is a Participant, the member shall abstain from voting on any matter relating to the member’s benefits under the Program.

7.2Powers of Administrator

The Administrator shall have all discretionary powers necessary to administer and satisfy its obligations under the Program, including, but not limited to, the following:

(a)Maintain records pertaining to the Program.
(b)Interpret the terms and provisions of the Program.

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(c)Establish procedures by which Participants may apply for benefits under the Program and appeal a denial of benefits.
(d)Determine the rights under the Program of any Participant applying for or receiving benefits.
(e)Administer the appeal procedure provided in this Article.
(f)Perform all acts necessary to meet the reporting and disclosure obligations imposed by applicable law.
(g)Delegate specific responsibilities for the operation and administration of the Program to such employees of the Company or agents as it deems advisable and necessary.
(h)Issue reports to Participants no less than once per year.
7.3Standard of Care

The Administrator shall administer the Program solely in the interest of Participants and for the exclusive purposes of providing benefits to the Participants and their Beneficiaries.  The Administrator shall administer the Program with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims.

The Administrator shall not be liable for any act or omission relating to its duties under the Program unless the act or omission violates the standard of care described in this Section 7.3.

7.4Appeal Procedure

Any Participant whose application for benefits under the Program has been denied, in whole or in part, shall be given written notice of the denial of benefits by the Administrator.  The notice shall be in easily understood language and shall indicate the reasons for denial and the specific provisions of the Program on which the denial is based.  The notice shall explain that the Participant may request a review of the denial and the procedure for requesting review.  The notice shall describe any additional information necessary to approve the Participant’s claim and explain why such information is necessary.

A Participant may make a written request to the Committee for a review of any denial of benefits under the Program.  The request for review must be in writing and must be made within 60 days after the mailing date of the notice of denial.  The request shall refer to the provisions of the Program or Plan on which it is based and shall set forth the facts relied upon as justifying a reversal or modification of the determination being appealed.

A Participant who requests a review of a denial of benefits in accordance with this appeal procedure may examine pertinent documents and submit pertinent issues and comments in writing.  A Participant may have a duly authorized representative act on his or her behalf in

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exercising his or her right to request a review and any other rights granted by this appeal procedure.  The Committee shall provide a review of the decision denying the claim for benefit within 60 days after receiving the written request for review.

A Participant shall not be permitted to commence any legal action against the Company regarding his or her benefits under the Plan before exhausting the appeal procedure contained in this Section 7.4.

7.5Indemnification of Committee

The Company shall indemnify and hold harmless the members of the Committee and their duly appointed agents against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to the Program, except in the case of gross negligence or willful misconduct by any such member or agent of the Committee.

Article 8​
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Miscellaneous
8.1Employment Rights

The existence of the Plan and the Program shall not grant a Participant any legal right to continue as an employee of the Company or any Subsidiary nor affect the right of the Company or a Subsidiary to discharge a Participant from employment.

8.2Tax Withholding
(a)Any applicable federal, state, or local taxes shall be withheld from the benefits paid to a Participant or the Participant’s Beneficiary to the extent required by law or elected by the Participant or Beneficiary.
(b)Neither the Company nor any Subsidiary makes any representations with respect to the tax treatment of the Shares subject to the terms of the Program and Plan. Each Participant is advised to review with the Participant's own tax advisors the federal, state, local, and foreign tax consequences of this Program, and the benefits hereunder.
8.3409A Savings Clause & Severability
(a)The Program will be administered so as to comply with Code §409A. If any provision of the Program or Plan term conflicts with any requirement of Code §409A, the requirement of Code §409A will control. For example, and without limiting the generality of the foregoing, a change in control event does not occur unless the event qualifies as a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Code §409A.
(b)If a court determines that any provision of the Program is unenforceable, the court may modify the provision, if possible, so as to give effect to the Program in a way that is consistent with the purpose of the Plan and the requirements of governing law. If

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such a modification is not possible, the court may sever the unenforceable provision and enforce the rest of the Plan in a way that is consistent with the purpose of the Program and the requirements of governing law.
(c)The Company or the Administrator may apply any permissive provision of any applicable law or regulation unless the provision is contrary to the terms of the Program.
8.4Construction
(a)Words used in the masculine shall apply to the feminine where applicable.
(b)Wherever the context of the Program dictates, the plural shall be read as the singular and the singular as the plural.
8.5Facility of Payment.
(a)The Administrator will make reasonable efforts to locate a Participant or Beneficiary who is entitled to payment pursuant to the terms of the Program. If after a reasonable effort the Administrator cannot locate a person who is entitled to payment, the payment will be forfeited. The Administrator may rely on affidavits or other information that the Administrator believes to be reliable even though not otherwise admissible as evidence in a legal proceeding.
(b)The Administrator is not required to commence probate proceedings, seek the appointment of a legal representative, or make payments to a legal representative. In the event an amount is payable to a Participant pursuant to the terms of this Program but in the event a Participant dies prior to such payment having been made, the payment shall be made to the Participant's Beneficiary, and such payment is conclusive and binding on all persons, and will fully discharge the Company, any Affiliates, and the Administrator from all liability with respect to the payment pursuant to the terms of the Program or Plan.
(c)If a person appears to be mentally, physically, or legally incapable of receiving or acknowledging receipt of distribution payments, the Administrator may authorize payments to a person with a valid power of attorney, to a court-appointed guardian or conservator, or to any other person authorized under state law to receive the benefit.
(d)If a person entitled to receive benefits is a minor and the value of the benefit exceeds $5,000, the Administrator may delay payment of the benefit until the minor has attained the age of majority or pay the benefit to a person who has been named by a court of competent jurisdiction as fiduciary for the minor.
(e)If the Administrator cannot determine, from affidavits or other information the Administrator believes to be reliable, whether the Participant's Beneficiary survived the Participant, the Beneficiary will be deemed not to have survived the Participant.

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(f)The Administrator's actions regarding payment, if taken in good faith, are conclusive and binding on all persons, and payment will fully discharge the Company, any Affiliates, and the Administrator from all liability with respect to the payment.
8.6Amendment

The Company shall have the right to amend the Program at any time; however, no amendment or termination shall reduce the number of Participant Shares credited to a Participant’s Accounts.

8.7Termination

The Company shall have the right to terminate the Program at any time.  If the Program is terminated, no additional amounts shall be credited to a Participant’s Account under Section 4.2; however, the Participant’s Account shall continue to be adjusted for dividends under Section 4.3 until the Participant’s benefits are distributed to the Participant as his or her Beneficiary.  The Participant shall be entitled to receive the amounts credited to his or her Account upon satisfying the requirements for payment of benefits under the Program, unless the Company elects to make payment at an earlier time in accordance with the requirements of Section 409A of the Code.  

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Signature

The Company has amended and restated the UFP Industries, Inc. Executive Stock Grant Program effective as of the 1st day of January, 2023.

UFP INDUSTRIES, INC.

By ​ ​

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Its ​ ​

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21810878

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APPENDIX A

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Deferred Compensation Plan (DCP)

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Executive Stock Grant Program (ESGP)

Eligible Participants under the DCP

Maximum Annual Bonus Deferral – (up to 50% of Bonus not to exceed amounts below) *

Maximum Annual Elective Deferrals ** eligible for calculation of shares granted pursuant to Article 4.2 of the ESGP

​

CEO of UFP Industries

$100,000

$105,000

Executive Chairman; Segment Presidents; Executive Officers

$100,000

$55,000

Officers

$50,000

$40,000

Director of Operations (DOs); Regional DOs; Regional Sales Managers; Managing Directors; Corporate, Segment and Business Unit Directors; Segment Controllers; Chief Pilot

$25,000

$30,000

Operations Managers; Transportation Operations Managers

$25,000

$15,000

Purchasing Managers; Executive Account Managers; CEO Club Members (current and former); former President’s Club Members

$10,000

$15,000

Corporate Senior Managers

$25,000

No Match

Plant Managers; Transportation Hub Mangers; Regional and Divisional Senior/Executive Managers; Regional Safety Directors

$10,000

No Match

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* All participants are also eligible to defer up to $15,000 of their Base Salary annually.

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** Elective Deferrals include amounts deferred from both Base Salary and Bonus.

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Exhibit 10(i)

UFP INDUSTRIES, INC.

EXECUTIVE RETIREMENT PLAN

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2024 Restatement

​

The UFP Industries, Inc. Executive Retirement Plan ("ERP" or the "Plan") is maintained by UFP Industries, Inc. and its participating affiliates (the "Company"). The Plan is an unfunded, nonqualified deferred compensation plan. The Plan is structured to qualify for certain exemptions from the eligibility, funding, and other requirements of the Employee Retirement Income Security Act of 1974 ("ERISA") and, further, Plan benefits are computed without regard to compensation limits imposed under the Internal Revenue Code.

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The Company established the Plan effective July 14, 2010. This document sets forth the Plan as restated on October 23, 2024 (the "2024 Restatement").

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ARTICLE 1.PURPOSE; ADMINISTRATION; AND DEFINITIONS

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1.1 Purpose of the Plan.  The purpose of the Plan is to help provide eligible executive employees of the Company an overall level of yearly retirement benefits, or lump sum distributions, which are competitive with the benefits provided executives retiring from other major U.S. industrial companies.

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It is further intended to eliminate the need for separate severance agreements for salaried executive employees who separate from service after age 55.

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It is intended that this Plan qualify as a plan "providing deferred compensation for a select group of management or highly compensated employees" under Section 201(2), 301(a)(3), and 401(a)(1) of ERISA.

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1.2 Administration of the Plan.

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(A)This Plan shall at all times be maintained, considered, and administered as a non-qualified plan that is wholly separate and distinct from the Company's 401(k) plan.

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(B)Benefits under this Plan are not guaranteed.

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(C)The Company is the plan administrator. The plan administrator will have complete discretion and authority over the administration of the plan, including the authority to construe, interpret, apply, and administer the Plan. A decision of the plan administrator as to interpretation or application of this Plan shall be given full force and effect unless it is proven that the interpretation or determination was an abuse of discretion.

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(D)The plan administrator shall have the full power to engage and employ such legal, actuarial, auditing, tax, and other such agents, as it shall, in its sole discretion, deem to be in the best interest of the Company, the Plan, and its Participants and beneficiaries.

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(E)The expenses of administering this Plan are borne by the Company and are not charged against its Participants and beneficiaries.

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(F)Various aspects of Plan administration may be delegated to the Plan record-keeper selected by the plan administrator. In carrying out its delegated responsibilities, the Plan record-keeper shall have discretionary authority to construe, interpret, apply, and administer the Plan provisions. The discretionary authority delegated to the Plan record-keeper shall, however, be limited to the Plan terms relevant to its delegated responsibilities and shall not permit the Plan record-keeper to render a determination or to make any representation concerning benefits which are not provided by the express terms of the Plan. The Plan record-keeper's actions shall be given full force and effect unless determined by the plan administrator to be contrary to the Plan provisions or arbitrary and capricious.

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(G)The 2024 Restatement is effective October 23, 2024.

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1.3 Definitions.

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(A)"Board" or "Board of Directors" means the Board of Directors of UFP Industries, Inc.

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(B)"Cause" for termination of employment means any one or more of the following:

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(1)major misconduct, such as fraud or embezzlement, gross insubordination, or the Participant's material failure (or a number of failures that are material in the aggregate) to perform his or her duties in a manner commensurate with generally accepted industry standards applicable to similarly situated executive employees;

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(2)conviction of a felony adversely affecting the Participant's ability to carry on the normal duties of his or her position;

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(3)conduct that is highly likely to bring public disrespect, contempt, or ridicule, upon the Company; or

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(4)prolonged absence without the consent of the Board of Directors, but not absence that is permitted under the generally applicable employment policies and procedures of the Company or the terms of the executive employee's employment with the Company.

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(C)"Disability" means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to continue for a period of at least 12 months. A Participant will be deemed to be disabled if the Social Security Administration has determined that the Participant is totally disabled for purposes of receiving disability benefits under the Social Security Act.

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(D)"Participant" means an executive employed by the Company and participating in the Plan in accordance with the provisions of Article 2.1.

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(E)"Plan Year" means the 12-month period beginning January 1 and ending December 31.

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(F)"Separation from Service" means a termination of employment that qualifies as a separation from service under Section 1.409A-1(h) of the Treasury Regulations.

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(G)"Spouse" means, with respect to any Participant, the person (if any) who is legally married to the Participant.

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ARTICLE 2.PARTICIPATION

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2.1Eligibility to Participate.  Participation in the Plan will be limited to a select group of executive employees of the Company who are identified by the Personnel and Compensation Committee of the Board of Directors on Appendix A attached hereto, as amended from time to time, as Participants in the Plan. The Personnel and Compensation Committee of the Board of Directors may add executive employees as Participants in the Plan at any time and for any reason.

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2.2Individuals Not Eligible.  Notwithstanding Section 2.1, the following classes of individuals are ineligible to participate in the Plan:

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(A)Any individual who provides services to the Company where there is an agreement with a separate company under which the services are provided (such individuals are commonly referred to by the Company as "contract employees" or "bundled-services employees");

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(B)Any individual who has signed an independent contractor agreement, consulting agreement, or other similar personal services contract with the Company; and

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(C)Any individual that the Company, in good faith, classifies as an independent contractor, consultant, contract employee, or bundled-services employee during the period the individual is so classified by the Company.

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ARTICLE 3. EXECUTIVE RETIREMENT PLAN

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3.1Entitlement to Benefits.  A Participant will be entitled to a benefit under this Plan only if the Participant meets the eligibility requirements in Article 2 and either:

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(A)the Participant has at least 20 years of service with the Company as an employee, the Participant has at least ten years of service with the Company as an officer, and the Participant is at least 55 years of age, or

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(B)there is a change in control of the Company, as defined in the Company's Long Term Stock Incentive Plan, as amended and restated.

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3.2 Benefits.

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(A)If a Participant who is eligible for benefits under Section 3.1(A) dies, becomes disabled, or otherwise separates from service on or after attaining age 62, or if a Participant who is eligible for benefits under Section 3.1(B), dies, becomes disabled, or otherwise separates from service, the Participant shall be entitled to a retirement benefit equal to 150% of the Participant's highest annual base salary during the three Plan Years immediately preceding the Plan Year in which the Participant died, became disabled, or otherwise separated from service.

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(B)If a Participant who is eligible for benefits under Section 3.1(A) dies, becomes disabled, or otherwise separates from service before attaining age 62, the Participant shall be entitled to a retirement benefit equal to the lesser of (i) the cumulative total of the Participant's annual plan credits, or (ii) 150% of the Participant's highest annual base salary during the three Plan Years immediately preceding the Plan Year in which the Participant, died, became disabled, or otherwise separated from service.

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(1)Each Plan year, a Participant shall be credited with an annual plan credit equal to the product of the Participant's annual base salary for the immediately preceding Plan Year times 150%, divided by the difference between age 62 and the Participant's age in whole years. (Example: base salary is $150,000. Participant is 55 years old. Annual plan credit is $150,000*150% / (62-55) = $32,142.86)

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(2)Notwithstanding the foregoing, if a Participant separates from service for a reason other than death or disability before attaining age 60, the Participant's retirement benefit, if any, shall be reduced by 5/12ths of 1% of the amount determined under Section 3.2(B) for each full calendar month between the date of separation from service and the date the Participant would attain age 60.

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3.3 Timing of Benefit Payments.

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(A)Except as otherwise provided in Section 4.2, if the Participant separates from service as a result of death or disability, payment of the Participant's benefits will commence on the first day of the month immediately following the date of such separation from service.

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(B)Except as otherwise provided in Section 4.2, if the Participant separates from service for any reason other than death or disability, payment of the Participant's benefits will commence not later than the first day of the third month immediately following the date of such separation from service.

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3.4 Form of Benefit Payments.  Except as otherwise provided in this Section 3.4 and Section 4.2, the Participant's benefits shall be paid in three equal annual installments.

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(A)In the event a Participant dies or becomes disabled after the Participant has separated from service, the Company has discretionary authority to pay any remaining payments to the Participant or his or her beneficiary, as applicable, in a single lump sum equal to the present value of the remaining payments.

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(B)The obligation to provide benefits under this Article 3 shall cease at the end of the three year installment period or upon payment of a lump sum to the Participant or his or her beneficiary.

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3.5 Designation of Beneficiary.  A Participant may designate a beneficiary to receive the benefit, if any, payable after the Participant's death on a form provided by or approved by the plan administrator. A married Participant must obtain the written consent of his or her spouse to designate a beneficiary other than the spouse. If a Participant designates his or her spouse as beneficiary and the Participant and Spouse are subsequently divorced, the judgment of divorce shall be considered to revoke the prior beneficiary designation of the spouse. If the Participant fails to designate a beneficiary, then the Plan will treat the Participant's spouse as the beneficiary. If no beneficiary survives the Participant, the Plan will treat the Participant's estate as the beneficiary.

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3.6 Conditions and Forfeiture.

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(A)Prior to receiving any benefits under this Plan, the Participant must sign and deliver to the Company a general release, including a covenant not to engage in any activity competitive with any business of the Company (the "Release").

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(B)Notwithstanding any other provisions of this Plan, any benefits payable to a Participant will be forfeited and the Company may require a Participant or beneficiary to repay to the Company an amount equal to the benefits previously paid to the Participant if Participant violates or breaches any terms of the Release.

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(C)Notwithstanding any other provision of this Plan, any benefits payable to a Participant will be forfeited if the Company terminates the Participant's employment for "Cause" as defined in Section 1.3.

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(D)The provisions of this Section 3.6 are in addition to, and not in lieu of, any remedies that the Company may have against the Participants or his or her beneficiary.

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ARTICLE 4.OTHER MATTERS

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4.1 Amendment, Modification, Suspension, or Termination by Company.

​

(A)The Company reserves the right, by and through the Personnel and Compensation Committee of the Board of Directors (the "Committee") or its delegate, to amend or terminate this Plan in whole or in part, at any time, but such amendment or termination will not be effective unless the amendment or termination will not result in the imposition of the penalty tax and interest provisions under Section 409A(a)(1)(B) of the Internal Revenue Code (the "Code") and the amendment or termination is acknowledged or set forth in a statement signed by the Board of Directors, the Committee, or an appropriate individual or group as designated by the Board of Directors or the Committee. Absent an express delegation of authority from the Board of Directors or the Committee, no one has the authority to commit the Company to any benefit or benefits provision not provided for under this Plan or to change the eligibility criteria or other provisions

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of this Plan. Notwithstanding the above, no amendment or termination may reduce the benefits of Participants who are entitled to benefits under Section 3.1 of this Plan, including benefits being provided a surviving spouse, without the Participant's or surviving spouse's written permission, unless such amendment, modification, suspension or termination is required by law.

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(B) The Committee may, from time-to-time and in its sole discretion, adopt limited early retirement provisions to provide retirements (i) during a specified period of time, (ii) at a specified level of benefits, and (iii) for a Participant who has otherwise met the eligibility requirements of Section 3.1(A) except that the Participant has not yet attained age 55.

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4.2 Special Rules.

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(A)Notwithstanding any provision of this Plan, no elections, modifications or distributions will be allowed or implemented if they would cause a Participant to be subject to the penalty tax and interest provisions under Section 409A(a)(1)(B) of the Code, unless the Committee specifies in writing that such elections, modifications or distributions shall be made notwithstanding the impact of such tax (i.e. court order, adverse business conditions). This plan is intended to be interpreted in accordance with the requirements of Section 409A of the Internal Revenue Code and the regulations thereunder.

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(B)Notwithstanding any other provision of the Plan, any Participant who is a "Specified Employee", as defined by Section 409A of the Code, will have a six month waiting period (or, if earlier, the date of death) before commencement of payment of any Plan benefits payable on account of a separation from service.  During the six-month waiting period, all amounts payable under this Plan will accumulate without interest.

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(C)If at the time of separation from service the present value of all benefits under the Plan is less than the dollar limit under Section 402(g) of the Code as adjusted by the Secretary of the Treasury ($23,000 for 2024) such amount shall be paid in a lump sum within 90 days of such separation.

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(D)Notwithstanding the provisions of the Plan to the contrary, under the provisions of Treasury Regulation Section 1.409A-3(j) benefits may be paid prior to the applicable payment date in the following events:

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(1)To comply with an ethics agreement with the federal government, or to avoid a violation of any domestic or foreign ethics law or conflicts law;

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(2)To satisfy any Federal Insurance Contributions Act (FICA) tax obligations;

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(3)To pay the Retired Executive an amount required to be included in income due to a failure of the Plan to comply with Section 409A of the Code;

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(4)Upon termination of the Plan;

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(5)To pay state, local or foreign taxes arising from participation in the Plan; and

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(6)To settle a bona fide dispute as to a Participant's right to a Plan distribution.

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4.3 Claim Procedures.

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(A)Claims for benefits will be determined under the following procedure regardless of whether the claimant is the Participant, a beneficiary, or any other person.

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(B)All claims must be submitted in writing to the plan administrator. The claimant must provide such documents and other information as the plan administrator may request in order to make a determination on the claim.

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(C)The plan administrator will make an initial determination on the claim within a reasonable period of time, but not later than 90 days after receipt of the claim, unless matters beyond the control of the plan administrator require an extension of time. If the plan administrator determines that an extension of time is required, the plan administrator will provide the claimant with written notice of the extension, the reasons for the extension, and the date by which the plan administrator expects to make the initial claim determination. The extension may not be longer than an additional 90 days. The time periods will begin when the claim has been properly submitted to the plan administrator for approval, even if the submission does not include all of the information necessary to make a determination on the claim.

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(D)If the initial claim determination is adverse, the claimant may obtain full and fair review of the claim and initial determination by submitting a written request for review to the plan administrator at UFP Industries, Inc., 2801 E. Beltline NE, Grand Rapids, MI 49525 within 60 days after the initial determination. The notice will include all of the following:

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(1)the reasons for the determination;

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(2)a reference to the provisions of this Agreement on which the determination is based;

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(3)a description of additional documents or other information, if any, that might permit approval of the claim and an explanation of why the additional documents and other information are necessary; and

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(4)a description of the claim review procedures and the time limits applicable to the review procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

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(E)If the claimant has not received notice of the initial claim determination or notice of an extension of time within the initial 90-day period, the determination is deemed to be adverse.

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(F)If the initial claim determination is adverse, the claimant may request review of the determination by written application to the plan administrator within 60 days after the determination.

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(G)The claimant will have an opportunity to submit written comments, documents, and other information relevant to the claim. The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim. The review will take into account all comments, documents, and other information submitted by the claimant relating to the claim, regardless of whether the information was submitted or considered in the initial benefit determination.

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(H)The plan administrator will make a determination on review within a reasonable period of time, but not later than 60 days after receipt of the application, unless special circumstances require an extension of time. If the plan administrator determines that an extension of time is required, the plan administrator will provide the claimant with written notice of the extension, the reasons for the extension, and the date by which the plan administrator expects to make a determination on review. The extension may not be longer than an additional 60 days. If a reason for the extension is the claimant's failure to provide documents or other information necessary to decide the claim, the period for making the benefit determination will be tolled from day when notice of the extension is sent to the claimant until the day when the claimant provides the documents and other information.

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(I)If the determination remains adverse after review, the plan administrator will provide to the claimant a written notice including all of the following:

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(1)the reasons for the determination;

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(2)a reference to the provisions of the Plan on which the determination is based;

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(3)a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim; and

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(4) a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA.

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(J)If the claim involves a determination of disability, and the determination of disability is not to be made by a third party (such as the Social Security Administration, or an insurance company under a disability insurance policy), the special rules in this subsection (g) apply.

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(K)The initial determination will be made within 45 days (rather than 90 days). This period may be extended for up to 30 days if the plan administrator determines that the extension is necessary due to matters beyond the control of the plan administrator and notifies the

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claimant, before the end of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the plan administrator expects to make a determination. If, before the end of the first 30 day extension period, the plan administrator determines that, due to matters beyond the control of the plan administrator, a determination cannot be made within the first extension period, the period for making the determination may be extended for up to an additional 30 days if the plan administrator notifies the claimant, before the end of the first 30 day extension period, of the circumstances requiring the extension and the date as of which the plan administrator expects to make a determination. In the case of any extension under this paragraph (1), the notice of extension will specifically explain the standards for the determination of disability, the unresolved issues that prevent a determination on the claim, and the additional information needed to resolve those issues, and the claimant will be allowed at least 45 days to provide the specified information.

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(L)If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the initial adverse determination, the notice of the determination will include either the specific rule, guideline, protocol, or other similar criterion, or a statement that such a rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other criterion will be provided free of charge to the claimant upon request.

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(M)The time for requesting review of an initial adverse benefit determination will be 180 days (rather than 90 days). The time for making a determination on review will be 45 days (rather than 60 days), and the time for any extension will be 45 days (rather than 60 days). A committee appointed by the plan administrator will review the initial adverse benefit determination. The committee will consist of three directors, officers, or employees who are neither an individual who made the initial adverse benefit determination nor a subordinate of that individual. The committee will have discretionary authority over the review, including the discretionary authority to interpret the terms and provisions of the Plan. The review will be conducted without deference to the initial adverse benefit determination. If the adverse determination under review was based in whole or in part on a medical judgment, including determinations with regard to whether a particular treatment, drug, or other item is experimental, investigational, or not medically necessary or appropriate, the committee will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither an individual who was consulted in connection with the adverse determination that is under review nor the subordinate of any such individual. If the benefit determination remains adverse after review, the plan administrator will provide, upon request and free of charge, the identification of all medical or vocational experts whose advice was obtained on behalf of the plan in connection with the adverse determination, regardless of whether the advice was relied upon in making the determination.

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(N) A claimant may not commence legal action regarding any claim (i) before the claims procedure has been exhausted, including proper submission of the claim to the plan administrator and proper request for review of any initial adverse determination, or (ii) more than two years after the final decision on review. Judicial review will be limited to review for abuse of discretion.

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9

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4.4 Service of Legal Process.  Service of legal process on the Company may be made at 2801 E. Beltline NE, Grand Rapids, MI 49525.

​

4.5 Non-Assignability.

​

(A)The retirement benefits under this Plan are not subject to assignment or alienation in any manner, and are to be exempt, to the maximum extent permitted by law, from the claims of creditors (other than the creditors of the Company).

​

(B)An assignment or alienation includes (but is not limited to) any sale, transfer or other disposition; any anticipation, pledge, security agreement or other method of securing payment or performance of an obligation; and any garnishment, execution, attachment, levy or other method of satisfying claims of creditors.

​

(C)The prohibition on assignment and alienation does not apply to claims of the Company. Notwithstanding any other provision in this Plan, the amount of any benefits paid to a Participant shall be reduced, in an amount up to $5,000 per year, as repayment of amounts that a Participant owes the Company or any subsidiary, for any reason, including but not limited to benefit overpayments, wage overpayments, and amounts due under all incentive compensation plans. The Participant will be relieved of liability in the amount of the reduction following the payment to the Company.

​

(D)The prohibition on assignment and alienation does not apply to tax withholding. All payments under the plan are subject to withholding of taxes as required or permitted by law.

​

4.6 No Fund or Segregated Assets.  This Plan does not require the Company to establish any fund or segregate any assets for a Participant's benefit. The Company may accumulate a reserve of assets for the payment of benefits, but the Participants will have no interest in any such reserve, or any other assets of the Company, by virtue of this Plan other than his or her interest as a creditor with an unsecured claim for payment of a benefit according to the terms of this Plan.

​

4.7 No Right to Employment.  This Plan does not create any right to employment or restrict the Company's right to terminate a Participant's employment.

​

4.8No Trust Relationship.  This Plan does not create any trust or similar relationship between the Company and a Participant with respect to the benefits provided under this Plan or any asset of the Company. The Company has complete legal and beneficial ownership of all assets attributable to the deferred compensation benefit.

​

4.9Severability.  If a court of competent jurisdiction determines that any provision of this Plan is unenforceable, the court may modify the unenforceable provision so as to give effect to this Plan in a way that is consistent with the underlying intent of the Company. If such a modification is not permitted or possible, the court may sever the unenforceable provision from

10

​

this Plan, and give effect to the rest of the Plan in accordance with the remaining provisions, unless to do so would be fundamentally unfair to the Company.

​

4.10 Governing Law.  This Plan shall be governed by the laws of the State of Michigan, even if principles of Michigan law regarding conflict of laws or choice of law would otherwise require or permit a court to apply the law of another jurisdiction, subject to preemption by the law of the United States of America (including any common law developed by federal courts under the applicable laws of the United States).

​

UFP INDUSTRIES, INC.

​

​

By:​ ​​ ​​ ​​ ​

​

Title:​ ​​ ​​ ​​ ​

​

26318687.2

11

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Exhibit 19

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Graphic

Universal Forest Products

​

PERSONNEL POLICY AND PROCEDURE MANUAL

​

​

Stock Trading Policy

(PPM 1300)

​

​

Preventing Insider Trading

​

As a member of the Board of Directors of UFP Industries, Inc. (a “Director”) or as an employee of UFP Industries, Inc. and/or its subsidiaries and affiliates (collectively the "Company") you may, from time to time, become aware of certain information and events about the Company not otherwise known by the public.  The federal securities laws prohibit individuals with access to “Inside Information” from: (1) engaging in transactions in the Company’s securities without disclosing that Inside Information; or (2) divulging Inside Information to enable others to trade on such information.

​

●“Inside Information” is generally considered to mean material information which has not been publicly disclosed, absorbed and evaluated.  Information should be treated as material if it would affect a reasonable investor’s decision to buy or sell Company stock.

​

●If news or events about the Company to any extent motivates your thoughts of buying or selling the Company’s stock, that news should be considered material.

​

If you buy or sell the Company’s securities while in possession of Inside Information, you may be subject to private lawsuits for damages or to civil or criminal proceedings by the Securities and Exchange Commission (“SEC”).  Liability arising from such violations is often significant.  For instance, the SEC is authorized to seek civil money damages of up to three times the profit gained or loss avoided through unlawful insider trading.  These laws also apply to any information you may obtain about suppliers, customers, or other entities with whom the Company does business.  You are under the same legal obligation, with respect to that information, to refrain from trading on Inside Information and from “tipping” others.

​

The Company has designated the Company's General Counsel or, in the absence of General Counsel, the individual or individuals designated by General Counsel, each referred to as a "Monitor" for purposes of administering this Policy.  To the extent any provision of this Policy imposes requirements more restrictive than allowed by applicable law, such requirement may be waived in any particular instance by a Monitor following consultation with outside legal counsel for the Company.

​

Each director, officer and employee should take every reasonable effort to comply with the following prohibitions and guidelines to avoid liability and, equally important, the appearance of any impropriety.

​

​

Disclosure Guidelines

​

In discussing matters pertaining to the Company, all employees and Directors must comply with the following parameters:

​

1.

Matters that you may discuss include the following:

​

(a)

Information that has been published and widely disseminated, such as that contained in the Company's annual report to shareholders, reports on Form 8-K, Form 10-K and Form 10-Q, proxy statements and press releases, so long as you limit your discussions to the information that has been published and disseminated.

​

(b)

General industry and economic trends, to the extent they do not involve specific information about the Company.

​

(c)

Routine, immaterial, aspects of the Company's business involving products, plants, employees, customers and production.

​

Requests and questions from investors, analysts, the press, or other outsiders should not be responded to, and should instead be referred a Monitor.  Only a limited, specific number of Company personnel are authorized to speak on the Company's behalf.

​

2.

You may not discuss outside the Company any Inside Information about the Company.  Discussion of material nonpublic information with other Company personnel also be limited to the extent reasonably necessary in connection with your employment.

​

3.

For example, matters that you may not discuss outside the Company (including in any social media posts or other manner that is generally available to outsiders via the internet), except to the extent the Company has publicly announced and widely disseminated them, include any of the following:

​

(a)

Actual or projected sales, earnings, significant capital expenditures or significant borrowings.

​

(b)

Any action or event that had or is likely to have a significant effect on the Company's anticipated annual sales or earnings or that may result in a special or extraordinary charge against earnings.

​

(c)

Any non-routine action or event such as a proposed joint venture, merger, acquisition or disposition of shares or assets; or major new products; a change in control or a significant change in management; major financing; significant litigation; a significant change in capital investment plans; significant change in operation or financial circumstances; significant labor disputes; significant layoffs; a cybersecurity incident; a tender offer for another company's securities; and significant changes in the Company's asset values, products or lines of business.

​

​

As an additional reminder, any of the types of prohibited information described above that may come to your attention regarding other businesses because of the Company's relationship with that entity should not be publicly disclosed.

​

Trading Prohibitions and Guidelines

​

While investment in the Company’s stock by Directors and employees is encouraged, such transactions should be made with caution and, in some instances, with prior Company approval.  Please refer to the following prohibitions and guidelines when dealing in the Company’s securities:

​

1.General – All Employees and Directors.  Transactions involving the Company’s securities are prohibited if you have knowledge of material information about the Company which has not been publicly disseminated and absorbed by the market.  In general, information should be considered “material” if it could be expected that a reasonable investor would attach significance to the information in reaching an investment decision involving the Company’s securities.  Determining whether information is material is subjective; accordingly, we urge you to discuss such issues with designated Company personnel.  You are also prohibited from trading in the securities of any other public company if you possess material nonpublic information concerning that company that was obtained in the course of your employment.

​

2.Directors and Designated Officers.  If you are a Director or Designated Officer (which includes executive officers, designated Section 16 officers and other employees designated by a Monitor as being likely to come into possession of Inside Information:

​

(a)Blackout Periods.  Transactions are prohibited (1) during the 14 day period prior to the last day of each fiscal quarter and ending at the close of trading on the first full trading day immediately following the public release of quarterly and year-end earnings; and (2) during the first full trading day immediately following the date of the Company’s public release of any material information. Also, the Company may, from time to time, notify its directors and certain of its employees that purchases and sales of the Company’s stock are prohibited until further notice (together with the periods designated in (1) and (2) above, referred to as a “Blackout Period”).  Following receipt of a notice of a Blackout Period, any outstanding and unfilled purchase or sale orders previously placed with brokers should be canceled immediately and no new orders should be placed.

​

(b)Pre-clearance.  Transactions involving the Company’s securities are prohibited unless you first provide written notification, by e-mail, facsimile or letter, of the proposed transaction to a Monitor.

​

3.Non-Directors and Non-Designated Officers.  If you are not a Director or Designated Officer, during all other times you are not prohibited from trading in the Company’s securities, you may do so unless you have Inside Information.  

​

However, we urge you to exercise a great deal of caution in this regard and, if you have any questions relating to the timing of any purchase or sale of Company stock, encourage you to contact a Monitor.  

​

4.The purchase of Company securities under the Company's Employee Stock Purchase Plan or any 401(k) plan sponsored by the Company or any subsidiary, each pursuant to an existing election, is not prohibited during Blackout Periods.  However, Directors and Designated Officers may not change their election or enrollment in the Company's Employee Stock Purchase Plan or any such 401(k) plan during a Blackout Period or otherwise during a time when such person is in possession of Inside Information.

​

Short-Swing Profit Liability – Additional Rules Applicable to Directors and Section 16 Officers

​

Short-Swing Profit Recapture Rules.  The federal securities laws provide that any profit realized by any “insider” from any combination of a purchase and sale or sale and purchase of any of the Company's securities within any six-month period is recoverable by the Company.  Liability is imposed under these laws regardless of intent or possession or use of Inside Information.  Insiders are considered to be each of our Directors, each of our Section 16 officers, and certain family members of our Directors and Section 16 officers.  These laws require that insiders file reports of most transactions in the Company’s securities within two (2) business days of such transaction.

​

In order to avoid liability to the Company under these rules and to assist in the timely filing of transaction report, the Company’s directors and executive officers are required to comply with the following:

​

1.Pre-Transaction Review.  As noted above, each Director and Designated Officer must obtain prior approval of all transactions involving the Company’s securities.

​

2.Preparation of Required Reports.  While the Company will assist in the preparation and filing of Form 4 and 5 reports, the ultimate legal responsibility for the accuracy and filing of these reports remains with the Section 16 officer or Director.  The Company will prepare a Form 4 or Form 5 report upon notification that you intend to buy or sell (or make any other transfer of) Company stock and that the transaction is approved.  Transactions involving the gift of Company securities, while generally not subject to the short-swing profit liability rules, must be reported on a current basis or Form 4.  The reports are sent to the SEC electronically and can be executed by the Company through a power of attorney.

​

3.Checklist.  In addition to preclearing your transaction with the Company, before proceeding with the acquisition or disposition of any of the Company’s securities, please review the following checklist:

​

(a)If a sale is proposed by you or any member of your immediate family, make sure that:

​

​

(i)Neither you nor any member of your immediate family has made any purchases of the Company’s stock (or securities convertible into the Company’s stock) within the past 6 months; and

​

(ii)No purchases by you or any member of your immediate family are anticipated within the next 6 months.

​

(b)If a purchase is proposed by you or any member of your immediate family, make sure that:

​

(i)Neither you nor any member of your immediate family has made any sales of the Company’s stock (or securities convertible into the Company’s stock) within the past 6 months; and

​

(ii)No sales are anticipated or required to be made within the next 6 months by you or any member of your immediate family.

​

4.Rule 144 – Selling Company Stock.  In addition, Directors and executive officers must comply with the requirements of Rule 144 when selling any Company securities.  This will include the preparation and filing of Form 144, which must be filed with the SEC electronically.  Your broker should be able to assist you in complying with the Rule 144 requirements.  If not, the Company may be able to assist you; however, the officer or director is the person legally responsible for compliance with this rule.

​

5.Notice of Sale Transactions.  Sales of Company stock by Executive Officers and Directors often attract the attention of market observers who may mischaracterize the intent or reason for the sale of Company stock.  Accordingly, to enhance internal communications, a Monitor may inform the Company's CEO and/or CFO of certain sale transactions in advance of such transactions, as well as the reason the shares are being sold (if known).

​

Rule 10b5-1 Plans

​

1.

Policy.  Rule 10b5-1 under the Securities Exchange Act of 1934 provides an affirmative defense against a claim of insider trading if an insider's trades are made pursuant to a written plan that was adopted in good faith at a time when the insider was not aware of Inside Information.  A Rule 10b5-1 plan (“10b5-1Plan”) is intended to allow the shareholder to trade in the Company's securities, while preventing the holder exercising discretion over how, when or whether to trade once the plan is adopted.  

​

The Company's Directors and Designated Officers may make trades pursuant to a 10b5-1 Plan provided that (i) such plan meets the requirements of Rule 10b5-1, (ii) such plan was adopted at a time when the individual would otherwise have been able to trade under this Policy, and (iii) adoption of the plan was expressly authorized by a Monitor prior to entering into the plan.

​

​

Please be aware that a trade made pursuant to a 10b5-1 Plan must be reported on a Form 4 within 2 business days after the trade.  As a result, trades made pursuant to 10b5-1 Plans must still be reported to a Monitor on the date of any such trade.

​

2.Restrictions on Use of 10b5-1 Plans.

​

(a)

10b5-1 Plans may only be established during an open trading window and will require certification by the Director or Designated Officer that s/he is not in possession of Inside Information.

​

(b)

All 10b5-1 Plans must set up a trading schedule in advance.  10b5-1 Plans must not include any provisions that delegate discretion to a broker on trading decisions.

​

(c)

The term of a 10b5-1 Plan must be a minimum of 6 months in duration, up to a maximum of 2 years.

​

(d)

10b5-1 Plans may not be modified or suspended, other than during open trading windows.  Additionally, any proposed change, suspension or termination of a plan is subject to prior review and approval by the Company's General Counsel.

​

(e)

When establishing or amending a 10b5-1 Plan by the Director or Designated Officer, no purchases or sales may occur until expiration of a cooling-off period ending on the later of 90 days after the adoption or modification of the plan, and 2 business days following the disclosure of the Company's financial results on Form 10-Q or Form 10-K for the completed fiscal quarter in which the plan was adopted or modified; provided, however, that in no event shall the required cooling-off period exceed 120 days.  If any employee of the Company other than a Designated Officer establishes or amends a 10b5-1 Plan, no purchases or sales may occur until the expiration of a cooling off-period ending at least 30 days after the adoption or modification of the plan.

​

(f)

No individual may adopt more than one 10b5-1 Plan at a time, except as specifically permitted by Rule 10b5-1 and approved by the General Counsel.

​

(g)

No 10b5-1 Plan may be adopted, except as specifically permitted by 10b5-1, unless it meets the 12 month limitation on single transaction plans set forth in 10b5-1.

​

(h)

For 10b5-1 Plans providing for sale of the Company's securities, a Form 144 must be electronically filed with the SEC at the time the 10b5-1 Plan is adopted.

​

​

​

​

Approved – October 24, 2023

EXHIBIT 21

LIST OF REGISTRANT'S SUBSIDIARIES AND AFFILIATES

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​

​

​

​

​

​

​

11032 Tidewater Trail, LLC

​

Delaware

​

UFP Elizabeth City, LLC

​

Michigan

1955 Brokerage, LLC

​

Michigan

​

UFP Empaques, S. de R.L. de C.V.

​

Mexico

234 Springs Rd., LLC

​

Delaware

​

UFP Factory Built, LLC

​

Michigan

2875 Needmore Rd. LLC

​

Delaware

​

UFP Financial Services, Inc.

​

Michigan

621 Hall St., LLC

​

Delaware

​

UFP Franklinton, LLC

​

Michigan

A1 Mfg. S. de R.L. de C.V.

​

Mexico

​

UFP Gear, LLC

​

Michigan

Advantage Label & Packaging, Inc.

​

Michigan

​

UFP Global Holdings Limited

​

United Kingdom

Aljoma Holding Company, LLC

​

Michigan

​

UFP Grandview, LLC

​

Michigan

Ardellis Insurance Ltd.

​

Bermuda

​

UFP Granger, LLC

​

Michigan

Deckorators, Inc.

​

Michigan

​

UFP Haleyville, LLC

​

Michigan

Dempsey Wood Products, LLC

​

Michigan

​

UFP Hamilton, LLC

​

Michigan

Eovations, LLC

​

Michigan

​

UFP Hampton Holding Company, LLC

​

Michigan

Ficus Pax Pvt Ltd

​

India

​

UFP Harrisonville, LLC

​

Michigan

Forestal Universal SA de CV

​

Mexico

​

UFP Hillsboro, LLC

​

Michigan

Idaho Western, Inc.

​

Idaho

​

UFP Industries, Inc.

​

Michigan

idX (China) Display System Co. Ltd.

​

China

​

UFP International Employment Services, LLC

​

Michigan

idX (India) Display Private Ltd.

​

India

​

UFP International, LLC

​

Michigan

idX Amsterdam B.V.

​

Netherlands

​

UFP Janesville, LLC

​

Michigan

idX Asia Fixtures Limited

​

China

​

UFP Lansing, LLC

​

Michigan

idX Asia Trading Ltd

​

China

​

UFP Londonderry, LLC

​

Michigan

idX Corporation

​

Delaware

​

UFP Magna, LLC

​

Michigan

idX Corporation London Limited

​

United Kingdom

​

UFP McMinnville, LLC

​

Michigan

idX Display System (Shanghai) Co. Ltd.

​

China

​

UFP Mexico Embalaje y Distribution S. de R.L. de C.V.

​

Mexico

idX Mexico S. de R.L. de C.V.

​

Mexico

​

UFP Middle East Packaging FZE

​

United Arab Emirates

Innov8 Fund I, LLC

​

Michigan

​

UFP Middle East Wood Trading- Sole Proprietorship L.L.C.

​

United Arab Emirates

Job Service Middle East, LLC

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United Arab Emirates

​

UFP Milwaukee, LLC

​

Michigan

Landura, LLC

​

Texas

​

UFP Minneota, LLC

​

Michigan

Norpal S. de R.L. de C.V.

​

Mexico

​

UFP Morristown, LLC

​

Michigan

North Atlantic Framing, LLC

​

Michigan

​

UFP Moultrie, LLC

​

Michigan

P1 Catawba Development Company, LLC

​

North Carolina

​

UFP NAC, LLC

​

Michigan

PalletOne Manufacturing of Texas, LLC

​

Delaware

​

UFP New London, LLC

​

Michigan

PalletOne of Florida, Inc.

​

Florida

​

UFP New Waverly, LLC

​

Michigan

PalletOne of Indiana Transportation, LLC

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Indiana

​

UFP Orlando, LLC

​

Michigan

PalletOne of NE Texas, LP

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Texas

​

UFP Packaging, LLC

​

Michigan

PalletOne of Texas Holdings, Inc.

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Delaware

​

UFP Palets y Embalajes, S.L.

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Spain

PalletOne, Inc.

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Delaware

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UFP Palm Beach, LLC

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Michigan

Performance Formulation Solutions, LLC

​

Illinois

​

UFP Protective Packaging, LLC

​

Michigan

Pinelli Universal Chile S.A.

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Mexico

​

UFP Purchasing, Inc.

​

Michigan

Pinelli Universal S. de R.L. de C.V.

​

Mexico

​

UFP Rancho Cucamonga, LLC

​

Michigan

Pinelli Universal TKT S. de R.L. de C.V.

​

Mexico

​

UFP Ranson, LLC

​

Michigan

PR Distribution, LLC

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Puerto Rico

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UFP Real Estate, LLC

​

Michigan

Prowood, LLC

​

Michigan

​

UFP Retail, LLC

​

Michigan

Shawnlee Construction, LLC

​

Michigan

​

UFP Riverside, LLC

​

Michigan

Shepardville Construction, LLC

​

Michigan

​

UFP RMS, LLC

​

Michigan

SunOne Logistics, LLC

​

Georgia

​

UFP Rockingham, LLC

​

Michigan

SunOne Transport, LLC

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Alabama

​

UFP Rockwell, LLC

​

Michigan

The UBEECO Group Pty Ltd

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Australia

​

UFP Saginaw, LLC

​

Michigan

Tresstar, LLC

​

Michigan

​

UFP Salisbury, LLC

​

Michigan

Triangle Systems, Inc.

​

New York

​

UFP Schertz, LLC

​

Michigan

U.F.P. Mexico Holdings S. de R.L. de C.V.

​

Mexico

​

UFP Site Built, LLC

​

Michigan

UFP Ashburn, LLC

​

Michigan

​

UFP Structural Packaging, LLC

​

Michigan

UFP Atlantic Division, LLC

​

Michigan

​

UFP Tampa, LLC

​

Michigan

UFP Auburndale, LLC

​

Michigan

​

UFP Thomaston, LLC

​

Michigan

UFP Australia Pty Ltd

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Australia

​

UFP Thornton, LLC

​

Michigan

UFP Australia Real Estate Pty Ltd

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Australia

​

UFP Transportation, Inc.

​

Michigan

UFP Belchertown, LLC

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Michigan

​

UFP Union City, LLC

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Michigan

UFP Berlin, LLC

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Michigan

​

UFP Ventures II, Inc.

​

Michigan

UFP Blanchester, LLC

​

Michigan

​

UFP Warranty Corporation

​

Michigan

UFP Burnsville, LLC

​

Michigan

​

UFP Warrens, LLC

​

Michigan

UFP Canada, Inc.

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Canada

​

UFP Washington, LLC

​

Michigan

UFP Chandler, LLC

​

Michigan

​

UFP Western Division, Inc.

​

Michigan

UFP Chicago, LLC

​

Michigan

​

UFP White Bear Lake, LLC

​

Michigan

UFP Concrete Forming Solutions, Inc.

​

Michigan

​

UFP Windsor, LLC

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Michigan

UFP Construction, LLC

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Michigan

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UFP Woodburn, LLC

​

Michigan

UFP Corrugated, LLC

​

Michigan

​

Ultra Aluminum Manufacturing, Inc.

​

Michigan

UFP Craft and Hobby, LLC

​

Michigan

​

United Lumber & Reman, LLC

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Alabama

UFP Dallas, LLC

​

Michigan

​

Universal Forest Products de Mexico S.A. de C.V.

​

Mexico

UFP Distribution, LLC

​

Michigan

​

Universal Forest Products Texas, LLC

​

Michigan

UFP Eastern Division, Inc.

​

Michigan

​

Universal Showcase ULC

​

Canada

UFP Eatonton, LLC

​

Michigan

​

Wadpack Pvt. Ltd

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India

UFP Edge, LLC

​

Michigan

​

Yard & Home, LLC

​

Michigan

​

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-60630, 333-150345, 333-156596, 333-84632, 333-255902 and 333-274461 on Form S-8 of our reports dated February 26, 2025, relating to the consolidated financial statements of UFP Industries, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 28, 2024.

​

/s/ Deloitte & Touche LLP

Grand Rapids, Michigan

​

February 26, 2025

​

​

Exhibit 31(a)

UFP Industries, Inc.

Certification

I, William D. Schwartz, Jr., certify that:

1.           I have reviewed this report on Form 10-K of UFP Industries, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.           Designed such internal control over financial reporting, or caused such internal control over financial reporting to designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.           Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.           Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of registrant's Board of Directors (or persons performing the equivalent functions):

a.           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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​

​

​

Date:

February 26, 2025

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/s/ William D. Schwartz, Jr.

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​

​

William D. Schwartz, Jr.

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​

​

Chief Executive Officer and

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​

​

Principal Executive Officer

​

​

Exhibit 31(b)

UFP Industries, Inc.

Certification

I, Michael R. Cole, certify that:

1.           I have reviewed this report on Form 10-K of UFP Industries, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.           Designed such internal control over financial reporting, or caused such internal control over financial reporting to designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.           Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.           Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of registrant's Board of Directors (or persons performing the equivalent functions):

a.           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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Date:

February 26, 2025

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/s/ Michael R. Cole

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Michael R. Cole

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Chief Financial Officer,

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Principal Financial Officer and

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Principal Accounting Officer

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Exhibit 32(a)

CERTIFICATE OF THE

CHIEF EXECUTIVE OFFICER OF

UFP INDUSTRIES, INC.

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):

I, William D. Schwartz, Jr., Chief Executive Officer of UFP Industries, Inc., certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:

(1)         The report on Form 10-K for the year ended December 28, 2024, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)         The information contained in this report on Form 10-K for the period ended December 28, 2024 fairly presents, in all material respects, the financial condition and results of operations of UFP Industries, Inc.

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UFP INDUSTRIES, INC.

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Date:

February 26, 2025

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By:

/s/ William D. Schwartz, Jr.

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William D. Schwartz, Jr.

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Its:

Chief Executive Officer and

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​

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Principal Executive Officer

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The signed original of this written statement required by Section 906, or any other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to UFP Industries, Inc. and will be retained by UFP Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32(b)

CERTIFICATE OF THE

CHIEF FINANCIAL OFFICER OF

UFP INDUSTRIES, INC.

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):

I, Michael R. Cole, Chief Financial Officer of UFP Industries, Inc., certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:

(1)         The report on Form 10-K for the period ended December 28, 2024, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)         The information contained in this report on Form 10-K for the period ended December 28, 2024 fairly presents, in all material respects, the financial condition and results of operations of UFP Industries, Inc.

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UFP INDUSTRIES, INC.

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Date:

February 26, 2025

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By:

/s/ Michael R. Cole

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​

​

​

Michael R. Cole

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​

​

Its:

Chief Financial Officer,

​

​

​

​

Principal Financial Officer and

​

​

​

​

Principal Accounting Officer

​

The signed original of this written statement required by Section 906, or any other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to UFP Industries, Inc. and will be retained by UFP Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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