8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2023

BUILDERS FIRSTSOURCE, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40620	52-2084569
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2001 Bryan Street Suite 1600
Dallas, Texas		75201
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 880-3500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BLDR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 10, 2023, the board of directors (the “Board”) of Builders FirstSource, Inc. (the “Company”) appointed Dave Rush as the Company’s Chief Executive Officer. Mr. Rush had previously served as the Company’s Interim Chief Executive Officer since November 18, 2022.

Biographical and other information regarding Mr. Rush was included in the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2022. There is no change to Mr. Rush’s compensation in connection with his appointment as permanent Chief Executive Officer from what was described in the Company’s Current Report on Form 8-K filed with the SEC on November 23, 2022.

Item 7.01 Regulation FD Disclosure.

On January 10, 2023, the Company issued a news release announcing the Chief Executive Officer appointment noted above. A copy of the news release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	News release issued by Builders FirstSource, Inc. on January 10, 2023.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

All of the information included in Items 7.01 and 9.01 of this report and Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended.

SIGNATURES

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

			BUILDERS FIRSTSOURCE, INC.
Date:	January 10, 2023	By:	/s/ Timothy D. Johnson
			Timothy D. Johnson, Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

  2001 Bryan St, Suite 1600 Dallas, TX 75201 Phone 214.880.3500 Fax 214.880.3599  

Dave Rush Named Chief Executive Officer of Builders FirstSource

DALLAS, January 10, 2023 (GLOBE NEWSWIRE) – Builders FirstSource, Inc. (NYSE: BLDR) (“Builders FirstSource” or the "Company") today announced that Dave Rush has been named Chief Executive Officer, effective immediately. Mr. Rush has served as Interim Chief Executive Officer of Builders FirstSource since November 18, 2022, when he was also appointed to the Company’s Board of Directors.

Board Chair Paul Levy stated, “We are pleased to announce that Dave Rush has been appointed Chief Executive Officer. His strong vision and deep understanding of our business affords him insight into our many locations and diverse value-added product lines, as well as our growing digital efforts. Dave is an experienced operator, has successfully navigated a variety of economic environments, and has proven over the course of his 23-year tenure with Builders FirstSource a commitment to operational excellence. Given this experience, our Board has concluded that we are well positioned with Dave Rush at the helm of the Company.”

Rush stated, “Builders FirstSource is an incredible organization that I have been privileged to be a part of for the last 23 years. I’m honored and humbled to lead the Company’s outstanding and experienced team and execute our strategy to fuel long-term profitable growth while managing through a challenging and dynamic macro environment.”

Rush, 60, in his previous role as Executive Vice President, Strategic Management Office, oversaw the execution of enterprise-wide initiatives to advance the Company’s long-term strategy and provide enhanced value to stakeholders. Prior to this, he successfully led the integration and synergy efforts for the merger with BMC and acquisition of ProBuild.

About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource is the largest U.S. supplier of building products, prefabricated components, and value-added services to the professional market segment for new residential construction and repair and remodeling. We provide customers an integrated homebuilding solution, offering manufacturing, supply, delivery and installation of a full range of structural and related building products. We operate in 42 states with over 500 locations. For more information, visit www.bldr.com.

 

Forward-Looking Statements

Statements in this news release and the schedules hereto that are not purely historical facts or that necessarily depend upon future events, including statements about expected market share gains, forecasted financial performance or other statements about anticipations, beliefs, expectations, hopes, synergies, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. In addition, oral statements made by our directors, officers and employees to the investor and analyst communities, media representatives and others, depending upon their nature, may also constitute forward-looking statements. As with the forward-looking statements included in this release, these forward-looking statements are by nature inherently uncertain, and actual results or events may differ materially as a result of many factors. All forward-looking statements are based upon information available to Builders FirstSource on the date this release was submitted. Builders FirstSource undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control or may be currently unknown to the Company, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks or uncertainties related to the continuing COVID-19 pandemic and its impact on the economy, the Company’s acquisitions and continued ability to identify and consummate attractive acquisitions, the Company’s growth strategies, including gaining market share and its digital strategies, or the Company’s revenues and operating results being highly dependent on, among other things, the homebuilding industry, which in turn is dependent on economic conditions, lumber prices and the economy, including interest rates, inflation and labor and supply shortages. Builders FirstSource may not succeed in addressing these and other risks. Further information regarding factors that could affect our financial and other results can be found in the risk factors section of Builders FirstSource’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and may also be described from time to time in the other reports Builders FirstSource files with the SEC. Consequently, all forward-looking statements in this release are qualified by the factors, risks and uncertainties contained therein.

Builders FirstSource Contact:

Michael Neese
SVP, Investor Relations
Builders FirstSource, Inc.
(214) 765-3804

Mike.Neese@BLDR.com

 

XML

Document And Entity Information	Jan. 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 10, 2023
Entity Registrant Name	BUILDERS FIRSTSOURCE, INC.
Entity Central Index Key	0001316835
Entity Emerging Growth Company	false
Securities Act File Number	001-40620
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-2084569
Entity Address, Address Line One	2001 Bryan Street
Entity Address, Address Line Two	Suite 1600
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	880-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	BLDR
Security Exchange Name	NYSE