DEF 14A of Builders FirstSource, Inc., Apr 2, 2026

DEF 14A of Builders FirstSource, Inc.

Filed Apr 2, 2026 · FY20250001193125-26-140509

Open on EDGAR

  1. TABLE OF CONTENTS

    | Solicitation and Ratification of Proxies | 1 | 2025 Grants of Plan-Based Awards | 59 | | General Information about Proxies and | | Employment Agreements | 60 | | Voting | 2 | 2025 Outstanding Equity Awards at Year-End | 61 | | Outstanding Stock | 2 | 2025 Option Exercises and Stock Vested | 63 | | Internet Availability of Proxy Materials | 2 | 2025 Nonqualified Deferred Compensation | 63 | | Voting Matters and Board Recommendations | 3 | Potential Payments Upon Termination or Change in Control | 64 | | Proposal 1 — Election of Directors | 4 | Summary of Termination Payments and Benefits | 65 | | Directors with Terms Expiring in 2026 | 5 | Chief Executive Officer Pay Ratio Disclosure | 66 | | Continuing Directors | 11 | Pay Versus Performance | 67 | | Directors with Terms Expiring in 2027 | 11 | Proposal 2 — Advisory Vote on Executive | | | Directors with Terms Expiring in 2028 | 15 | Compensation | 72 | | Director Compensation | 18 | Compensation Committee Interlocks and | | | Compensation of Directors | 18 | Insider Participation | 73 | | Director Compensation Program | 19 | Certain Relationships and Related Party | | | Information Regarding the Board and its | | Transactions | 74 | | Committees | 21 | Securities Owned by Directors, Executive | | | Board Purpose and Structure | 21 | Officers, and Certain Beneficial Owners | 75 | | Board Composition | 22 | Equity Compensation Plan Information | 78 | | Director Independence | 22 | Proposal 3 — Ratification of Selection of | | | Board Meetings and Attendance | 23 | Independent Registered Public Accounting Firm | 79 | | Board Refreshment | 24 | Fees Paid to PricewaterhouseCoopers LLP | 79 | | Board Evaluation Process | 25 | Proposal 4 — Approval of 2026 Equity | | | Board Leadership Structure and Role in Risk Oversight | 26 | Incentive Plan | 81 | | Audit Committee | 28 | Promotion of Sound Corporate Governance Practices | 81 | | Compensation Committee | 29 | Key Data Relating to Outstanding Equity Awards and | | | Nominating and Corporate Governance Committee | 30 | Shares Available | 82 | | Technology Committee | 31 | Summary of the 2026 Equity Incentive Plan | 83 | | Report of the Audit Committee | 32 | Certain U.S. Federal Income Tax Effects | 87 | | Corporate Governance | 34 | Benefits to Named Executive Officers and Others | 88 | | Code of Business Conduct and Ethics | 34 | Proposal 5 — Approval of Employee Stock | | | By-law Provisions on Stockholder Nominations of Director | | Purchase Plan | 89 | | Candidates | 35 | Summary of Material Terms of the ESPP | 89 | | Policy on Stockholder Recommendations for Director | | Stockholder Proposals | 92 | | Candidates | 35 | Proposals to be Included in Next Year’s Proxy Statement | 92 | | Proxy Access for Director Nominations | 35 | Proposals Not to be Included in Next Year’s Proxy Statement | 92 | | Corporate Governance Guidelines | 36 | General Requirements | 93 | | Communication with Directors | 36 | Questions and Answers about the Meeting | | | Auditor Services Pre-Approval Policy | 36 | and Voting | 94 | | Executive Officers of the Registrant | 37 | Reduce Printing and Mailing Costs | 98 | | Executive Compensation and Other Information | 42 | Other Matters | 99 | | Compensation Discussion and Analysis | 42 | Appendix A | A-1 | | Compensation Committee Report | 57 | Appendix B | B-1 | | Summary Compensation Table | 58 | | |

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS At the 2025 annual meeting, stockholders approved the Board's proposal to declassify our Board of Directors. As a result, all directorships will transition to one‑year terms over a three‑year phase‑in period beginning with the 2026 annual meeting. Directors whose terms expire at the 2026 annual meeting will stand for election for one‑year terms ending at the 2027 annual meeting. The remaining directors will transition to one‑year terms as their current terms expire, resulting in all directors standing for annual election beginning with the 2028 annual meeting. The terms of six directors, Paul S. Levy, Cheryl Ainoa, Cory J. Boydston, James O'Leary, Maria Renz, and Craig Steinke, will expire at the 2026 annual meeting. Accordingly, Proposal 1 seeks the election of six directors to fill the continuing directorships, whose terms will expire at 2027 annual meeting. The Board of Directors has nominated Messrs. Levy, O'Leary, and Steinke, and Mses. Ainoa, Boydston, and Renz, for election to a term that will expire at the annual meeting in 2027.

  3. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Nominee | Age | Position Held | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Technology Committee | | Paul S. Levy | 78 | Chair and Director | | | | | | | Cheryl Ainoa | 61 | Director | | | | | | | Cory J. Boydston | 66 | Director | | | | | | | James O'Leary | 63 | Director | | | | | | | Maria Renz | 57 | Director | | | | | | | Craig Steinke | 69 | Director | | | | | |

  4. PROPOSAL 1 — ELECTION OF DIRECTORS

    Unless otherwise indicated, all proxies that authorize the proxy holders to vote for the election of directors will be voted “FOR” the election of the nominees listed below. If a nominee becomes unavailable for election as a result of unforeseen circumstances, it is the intention of the proxy holders to vote for the election of such substitute nominee, if any, as the Board of Directors may propose. As of the date of this Proxy Statement, each of the nominees has consented to serve and the Board is not aware of any circumstances that would cause a nominee to be unable to serve as a director.

  5. PROPOSAL 1 — ELECTION OF DIRECTORS

    | BUILDERS FIRSTSOURCE, INC. | 4 | 2026 PROXY STATEMENT |

  6. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Director since: 1998 Age: 78 Chairman of the Board | PAUL S. LEVY Independent Mr. Levy brings more than three decades of strategic, financial, and operational expertise to the Board through his role as Founder and Managing Director of JLL Partners, a leading private equity firm, where he has overseen major investments, operational transformations, and long‑term value creation across a diverse range of industries, including building products. His extensive public company board experience, including service with ContextLogic, Loar Holdings, Patheon, and PGT Innovations, provides immeasurable knowledge of public company governance, risk oversight, and board leadership. Mr. Levy’s prior roles as a chief executive officer, general counsel, and practicing attorney further strengthen the Board’s capabilities in assessing complex transactions, legal and regulatory matters, organizational strategy, and executive leadership performance. This combination of investment acumen, operational insight, governance experience, and legal expertise positions Mr. Levy to continue to make significant contributions to the Board’s oversight of the Company's strategic priorities, capital allocation discipline, and long‑term value creation for stockholders. | | | Career Highlights: ▪ Founder and Managing Director, JLL Partners, Inc., a leading private equity firm (1988 – Present) | | | Other Public Company Boards: ▪ ContextLogic Holdings Inc. (2026 – Present) ▪ Loar Holdings, Inc. (2024 – Present) ▪ Patheon, Inc. (2011 – 2017) ▪ PGT Innovations, Inc. (2006 – 2013) | | | Skills & Qualifications: Building Materials Industry Experience, Finance, Legal, Business Development and M&A |

  7. PROPOSAL 1 — ELECTION OF DIRECTORS

    The background and business affiliations of the director nominees, as well as the qualifications that led the Board to conclude that each nominee should serve as a director of the Corporation, are set forth below:

  8. PROPOSAL 1 — ELECTION OF DIRECTORS

    | BUILDERS FIRSTSOURCE, INC. | 5 | 2026 PROXY STATEMENT |

  9. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Director since: 2025 Age: 61 Committee Membership: ▪ Technology Committee (Member) | CHERYL AINOA Independent Ms. Ainoa brings more than 25 years of senior technology and product leadership experience to the Board, with a proven track record of driving digital transformation, engineering excellence, and customer‑centric innovation at leading technology and consumer‑facing companies. Her past executive roles at Sam’s Club, including as Executive Vice President and Chief Technology Officer, provide a deep expertise in advanced software development, data and analytics, automation, AI‑enabled capabilities, and digital retail operations, all of which are increasingly critical to the Company’s strategic focus on technology‑driven solutions and operational efficiency. Ms. Ainoa’s prior leadership positions at D2L, Intuit, Yahoo!, and A&E Television Networks further enhance her ability to oversee product strategy, platform modernization, large‑scale engineering teams, and emerging technologies. In addition, her prior public company board service at Move, Inc. offers meaningful governance experience and insight into digital marketplace trends. Ms. Ainoa’s blend of product innovation, technology strategy, operational leadership, and governance experience positions her to contribute meaningfully to the Board’s oversight of digital transformation, customer experience initiatives, and long‑term strategic growth. | | | | Career Highlights: ▪ Executive Vice President, Chief Technology Officer and other senior executive roles, Sam's Club (2020 – February 2025) ▪ Chief Operating Officer, D2L, (2016 – 2020) | ▪ Senior Vice President, Product Development, Intuit, (2011 – 2015) ▪ Senior Vice President, Global Service Engineering, and other senior leadership roles, Yahoo! (2003 – 2011) ▪ Vice President, Product Development, A&E Television Networks (1998 – 2003) | | | Other Public Company Boards: ▪ Move, Inc. (2014) | | | | Skills & Qualifications: IT & Digital Innovation, Public Company Director Experience | |

  10. PROPOSAL 1 — ELECTION OF DIRECTORS

    | BUILDERS FIRSTSOURCE, INC. | 6 | 2026 PROXY STATEMENT |

  11. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Director since: 2021 Age: 66 Committee Membership: ▪ Nominating and Corporate Governance Committee (Member) | CORY J. BOYDSTON Independent Ms. Boydston brings more than 40 years of senior financial leadership and public company accounting experience to the Board, reflecting a distinguished career as a CPA and finance executive across multiple leading homebuilding and real estate organizations that operate directly within the Company’s primary end‑markets. Her extensive tenure as Chief Financial Officer of Ashton Woods, the largest private homebuilder in the United States, along with senior finance and treasury roles at Beazer Homes, Starwood Land Ventures, and Lennar Corporation, provides deep expertise in financial reporting, capital markets, operational finance, land acquisition strategy, and housing‑market economics. Ms. Boydston’s current service as a director and committee member at Risewell Homes adds further governance experience and insight into emerging trends in residential development. Her combination of public company accounting proficiency, strategic financial management, and robust homebuilding industry knowledge equips her to make significant contributions to the Board’s oversight of financial strategy and value creation for stockholders. | | | | Career Highlights: ▪ Director, Audit Committee Member and ESG Committee Member, Risewell Homes, a privately held homebuilding company (2023 – Present) ▪ Chief Financial Officer, Ashton Woods USA L.L.C., the largest private homebuilder in the United States (2009 – 2022) | ▪ Senior Vice President, Chief Financial Officer and Partner, Starwood Land Ventures, LLC, a real estate investment firm that engages in residential land acquisition, development and financing (2008 – 2009) ▪ Senior Vice President, Finance and Treasury, Beazer Homes USA, Inc. (1998 – 2008) ▪ Chief Financial Officer and other senior executive roles, Lennar Corporation (1987 – 1997) | | | Other Public Company Boards: ▪ BMC Stock Holdings, Inc. (2018 – 2021) | | | | Skills & Qualifications: Homebuilding Industry Experience, Finance, Business Development and M&A, Public Company Experience | |

  12. PROPOSAL 1 — ELECTION OF DIRECTORS

    | BUILDERS FIRSTSOURCE, INC. | 7 | 2026 PROXY STATEMENT |

  13. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Director since: 2021 Age: 63 Committee Membership: ▪ Technology Committee (Chair) ▪ Compensation Committee (Member) | JAMES O’LEARY Independent Mr. O’Leary brings substantial business, operational, and financial leadership experience to the Board, having served as chief executive officer for multiple global manufacturing companies, including publicly traded organizations. His current role as Executive Chairman and CEO of DMC Global, as well as prior CEO leadership at WireCo Worldgroup and Kaydon Corporation, provides expertise in industrial operations, supply chain management, strategic transformations, and global manufacturing dynamics, all of which are areas directly relevant to the Company’s operational scale and industry footprint. Mr. O’Leary also contributes valuable financial expertise as a licensed CPA (inactive), enhancing the Board’s oversight of financial reporting, audit matters, and capital allocation. In addition to his executive experience, his board service at companies including DMC Global, BMC Stock Holdings, Kinematics Manufacturing Company, and ProSource Plumbing Supply further strengthens his governance perspective and knowledge of building products, industrial equipment, and distribution markets. This blend of CEO experience, operational and financial proficiency, and public company board leadership positions Mr. O’Leary to make significant contributions to the Board’s oversight of strategy and operational performance. | | | | Career Highlights: ▪ Executive Chairman and CEO, DMC Global, Inc., (2024 – Present) ▪ Chairman, Kinematics Manufacturing Company (2015 – Present) ▪ Director, ProSource Plumbing Supply, a plumbing supply company in North Carolina and South Carolina (2022 – Present) | ▪ Chairman and Chief Executive Officer, WireCo Worldgroup, Inc., a leading global manufacturer of engineered wire, steel rope, and synthetic rope (2017 – 2019) ▪ Chairman and Chief Executive Officer, Kaydon Corporation, Inc., a diversified global manufacturer of precision industrial goods (2007 – 2013) | | | Other Public Company Boards: ▪ DMC Global, Inc. (2023 – Present) ▪ BMC Stock Holdings, Inc. (2015 – 2021) | | | | Skills & Qualifications: CEO/President Leadership Experience, Building Materials Industry Experience, Operational Responsibility, Manufacturing, Finance, Business Development and M&A | |

  14. PROPOSAL 1 — ELECTION OF DIRECTORS

    | BUILDERS FIRSTSOURCE, INC. | 8 | 2026 PROXY STATEMENT |

  15. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Director since: 2025 Age: 57 Committee Membership: ▪ Technology Committee (Member) ▪ Compensation Committee (Member) | MARIA RENZ Independent Ms. Renz brings more than two decades of senior leadership experience at some of the world’s largest and most innovative technology companies, with a distinguished record of driving digital transformation, eCommerce innovation, and customer‑centric product strategy. Her executive roles at Amazon, including serving as the first woman to hold the position of Technical Advisor to the CEO, give her considerable insight into large‑scale technology operations, platform development, and strategic execution. Her work shaping the vision that ultimately evolved into Amazon Prime reflects her ability to identify and deliver transformative customer value propositions. Ms. Renz’s subsequent leadership positions at SoFi Technologies, Gopuff, and now as Vice President and General Manager at Google further broaden her experience across fintech, digital commerce, logistics, and consumer technology ecosystems. Her board and governance experience enhances her ability to oversee strategy, risk, and innovation at an enterprise level. With a career spanning Fortune 10 environments, hyper‑growth technology platforms, and disruptive digital models, Ms. Renz brings invaluable expertise in technology strategy, innovation, and customer experience that strengthens the Board’s oversight of the Company’s digital initiatives and long‑term strategic growth. | | | | Career Highlights: ▪ Vice President and General Manager, Google (Alphabet Inc.) (2023 – Present) ▪ Senior Vice President, North America, Gopuff LLC, a consumer goods and food delivery commerce platform (2022 – 2023) ▪ Executive Vice President, Consumer Finance and Wealth Management, SoFi Technologies, Inc., a personal finance and technology company (2020 – 2022) | ▪ Vice President, Worldwide Customer Service and Delivery Experience (2017 – 2020), Vice President and Technical Advisor to the Chief Executive Officer (2015 – 2017), Chief Executive Officer, Quidsi Inc., and other executive and senior leadership roles, Amazon.com, Inc. (1999 – 2015) | | | Other Public Company Boards: ▪ DoorDash, Inc. (2020 – 2022) | | | | Skills & Qualifications: IT & Digital Innovation, Public Company Experience | |

  16. PROPOSAL 1 — ELECTION OF DIRECTORS

    | BUILDERS FIRSTSOURCE, INC. | 9 | 2026 PROXY STATEMENT |

  17. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Director since: 2006 Age: 69 Committee Membership: ▪ Nominating and Corporate Governance Committee (Chair) ▪ Audit Committee (Member) | CRAIG A. STEINKE Independent Mr. Steinke brings extensive senior executive leadership experience to the Board, having served as chief executive officer for multiple companies across the industrial, services, and consumer products sectors, including Service Logic, GPX International Tire Corporation, and Eagle Family Foods. His long tenure as Executive Chairman and former CEO of Service Logic, one of the nation’s largest energy management and HVAC services companies, provides strong operational expertise, strategic leadership capability, and insight into facility services and commercial infrastructure industries. In addition, his work as an Operating Partner with Sterling Investment Partners and as a director and adviser to various companies equips him with significant experience in private equity value creation, operational improvement, and strategic transformation. Mr. Steinke also brings financial acumen as a CPA, enhancing the Board’s oversight of financial reporting, audit matters, and capital allocation. Together, Mr. Steinke’s executive leadership, operational depth, financial sophistication, and diverse board experience bring a balanced set of capabilities that enhance the Board’s oversight of the Company’s strategy, risk management, and operational outcomes. | | | | Career Highlights: ▪ Executive Chairman and former Chief Executive Officer, Service Logic LLC, a private equity owned company specializing in energy management and HVAC services for office buildings, hospitals, data centers, and other commercial buildings on a national scale (2013 – 2025) ▪ Operating Partner, Sterling Investment Partners, a leading private equity firm (2008 – 2017) | ▪ Director and Operating Adviser, Lazer Spot Inc., which specialized in providing logistics support to Fortune 500 companies (2010 – 2015) ▪ President and Chief Executive Officer, GPX International Tire Corporation, an international manufacturer and distributor of branded industrial and off road equipment tires (2007 – 2013) ▪ President and Chief Executive Officer, Eagle Family Foods, Inc., a private equity owned consumer products company in the food industry (2001 – 2007) | | | Skills & Qualifications: CEO/President Leadership Experience, Building Materials Industry Experience, Operational Responsibility, Manufacturing, Finance, Marketing, Business Development and M&A | |

  18. PROPOSAL 1 — ELECTION OF DIRECTORS

    | BUILDERS FIRSTSOURCE, INC. | 10 | 2026 PROXY STATEMENT |

  19. CONTINUING DIRECTORS

    CONTINUING DIRECTORS The background and business affiliations of the Corporation’s other directors, whose terms of service continue beyond 2026, as well as the qualifications that led the Board to conclude that such directors should serve as a director of the Corporation, are set forth below:

  20. Directors with Terms Expiring in 2027

    Directors with Terms Expiring in 2027

  21. Directors with Terms Expiring in 2027

    | Director since: 2005 Age: 80 Committee Membership: ▪ Compensation Committee (Chair) ▪ Nominating and Corporate Governance Committee (Member) | CLEVELAND A. CHRISTOPHE Independent Mr. Christophe brings substantial financial, investment, and senior management expertise to the Board, built over a distinguished career spanning the finance, banking, commercial services, and private equity sectors. As President of US&S, Inc., Managing Partner and founder of TSG Capital Group, and a senior executive at TLC Group, he has overseen complex operations, strategic growth initiatives, and large‑scale financial transactions across diverse industries. His 16‑year tenure at Citibank, where he held multiple senior positions, provides deep experience in global banking, credit, capital markets, and financial management. A Chartered Financial Analyst since 1975, Mr. Christophe adds strong analytical rigor, financial oversight capability, and investment acumen to the Board. This combination of financial expertise and operational leadership positions Mr. Christophe to make valuable contributions to the Board and its committees. | | | | Career Highlights: ▪ President, US&S, Inc., a supplier of services and materials primarily to various agencies of the U.S. government (2009 – 2013) ▪ Managing Partner, TSG Capital Group, a private equity investment firm, which he founded (1992 – 2008) | ▪ Senior Vice President, TLC Group, L.P. (1987 – 1988) ▪ Numerous senior positions, Citibank, N.A. (1971 – 1987) ▪ Chartered Financial Analyst since 1975 | | | Skills & Qualifications: CEO/President Leadership Experience, Operational Responsibility, Finance, Marketing, Business Development and M&A | |

  22. Directors with Terms Expiring in 2027

    | BUILDERS FIRSTSOURCE, INC. | 11 | 2026 PROXY STATEMENT |

  23. Directors with Terms Expiring in 2027

    | Director since: 2019 Age: 60 Committee Membership: ▪ Audit Committee (Chair) | W. BRADLEY HAYES Independent Mr. Hayes brings strong public company financial expertise to the Board, drawing on more than 15 years of senior and executive leadership experience and three decades of practice as a CPA. His tenure as Executive Vice President, Chief Financial Officer, Treasurer, and in other senior roles at LabCorp, a NYSE‑listed global life sciences company, provides him with comprehensive knowledge of financial reporting, audit processes, risk management, regulatory compliance, and large‑scale operational oversight. In addition, his board experience at Indaptus Therapeutics, Inc. and Patheon N.V. contributes a valuable understanding of public company governance and complex financial and operational environments. Mr. Hayes’ combination of accounting expertise together with financial and public company leadership makes him a critical contributor to the Board and enhances the effectiveness of the Audit Committee. | | | Career Highlights: ▪ Executive Vice President, Chief Financial Officer, Treasurer and other various senior positions, Laboratory Corporation of America Holdings (“LabCorp"), a NYSE-listed life sciences company (1996 – 2014) ▪ KPMG Auditor for nine years | | | Other Public Company Boards: ▪ Indaptus Therapeutics, Inc. (2021 – Present) ▪ Patheon, N.V. (2016 – 2018) | | | Skills & Qualifications: Operational Responsibility, Finance and M&A |

  24. Directors with Terms Expiring in 2027

    | BUILDERS FIRSTSOURCE, INC. | 12 | 2026 PROXY STATEMENT |

  25. Directors with Terms Expiring in 2027

    | Director since: 1999 Age: 57 Committee Membership: ▪ Compensation Committee (Member) | BRETT N. MILGRIM Independent Mr. Milgrim brings proven expertise in corporate finance, capital markets, and strategic transactions to the Board, developed through more than a decade as a Managing Director at JLL Partners, a leading private equity firm focused on complex investments and operational transformations. His long‑standing service on the Board, combined with his board roles at Loar Holdings, PGT Innovations, and Horizon Global, provides him with well-developed knowledge of the building products industry and firsthand experience with the financial, operational, and strategic issues facing companies in the sector. In his current role as Co‑Chairman of the Board of Loar Holdings, Mr. Milgrim continues to guide a global manufacturing business through growth and operational initiatives, further strengthening his governance perspective. His blend of private equity leadership, capital markets expertise, and an array of board experience enables him to provide valuable strategic insight and oversight to the Corporation’s long‑term financial and operational priorities. | | | | Career Highlights: ▪ Co-Chairman of the Board, Loar Holdings, Inc., a business specializing in the design and manufacture of aerospace components (2017 – Present) | ▪ Managing Director, JLL Partners, Inc., a leading private equity firm (1997 – 2011) | | | Other Public Company Boards: ▪ Loar Holdings, Inc. (2017 – Present) ▪ PGT Innovations, Inc. (2003 – 2024) ▪ Horizon Global Corp. (2019 – 2023) | | | | Skills & Qualifications: CEO/President Leadership Experience, Building Materials Industry Experience, Business Development and M&A | |

  26. Directors with Terms Expiring in 2027

    | BUILDERS FIRSTSOURCE, INC. | 13 | 2026 PROXY STATEMENT |

  27. Directors with Terms Expiring in 2027

    | Director since: 2022 Age: 63 Committee Membership: ▪ Technology Committee (Member) | DAVE E. RUSH Mr. Rush offers the Board an exceptional depth of insight into the Company’s business, drawing on nearly two decades of leadership roles at the Company that spanned operations, strategy, and integration, culminating in his service as President and Chief Executive Officer. Over the course of his career at Builders FirstSource, he led key initiatives that shaped the Company’s growth trajectory, including oversight of major regional operations, development of long‑term strategic planning capabilities, and responsibility for successfully integrating transformative acquisitions such as BMC and ProBuild. His service as Executive Vice President of the Strategic Management Office and as Chief Operating Officer – East provided him with hands‑on experience managing complex operational networks and driving performance across diverse markets. Most recently, as CEO and then Special Advisor, Mr. Rush played a central role in guiding the Company’s strategic priorities, cultural alignment, and financial execution. In addition to his longstanding contributions to the Company, Mr. Rush currently serves on the Board of Directors of Eagle Materials, Inc., where he sits on the Audit and Compensation Committees, expanding the breadth of governance and industry expertise he brings to our Board. His combination of operational leadership, strategic oversight, and public company board experience makes him a highly valuable member of the Board. | | | Career Highlights: ▪ Special Advisor (2024 – 2025), President and Chief Executive Officer (2022 – 2024), and other senior executive roles including Chief Operating Officer – East, Executive Vice President of the Strategic Management Office, Integration lead for the BMC and ProBuild acquisitions, and Senior Vice President of Strategy and Business Development (1999 – 2022), Builders FirstSource, Inc. | | | Other Public Company Boards: ▪ Eagle Materials, Inc. (2025 – Present) | | | Skills & Qualifications: CEO/President Leadership Experience, Building Materials Industry Experience, Operational Responsibility, Finance, Business Development and M&A |

  28. Directors with Terms Expiring in 2027

    | BUILDERS FIRSTSOURCE, INC. | 14 | 2026 PROXY STATEMENT |

  29. Directors with Terms Expiring in 2027

    | Director since: 2021 Age: 67 Committee Membership: ▪ Audit Committee (Member) | MARK A. ALEXANDER Independent Mr. Alexander brings seasoned executive leadership along with strong financial and operational perspective developed across a diverse, multi‑industry career. As Founder, Chairman, and Chief Executive Officer of Landmark Property Group, he has spent more than a decade guiding complex real estate redevelopment and property management initiatives, giving him practical experience in long‑range planning, asset management, and disciplined capital deployment. His earlier leadership as Chief Executive Officer and President of Suburban Propane Partners, a multibillion‑dollar publicly traded energy services company, provides him with a seasoned understanding of public company operations, regulatory landscapes, and shareholder expectations. Mr. Alexander’s additional background in business development at Hanson Industries further deepens his expertise in strategic growth, logistics, and diversified industrial operations. His ongoing service on the board and audit committee of W.P. Carey, along with his prior directorship at BMC Stock Holdings, enhances his ability to contribute meaningfully to governance, oversight, and risk‑management discussions. With a career grounded in CEO‑level leadership and long-standing experience in finance, manufacturing, logistics, business development, and M&A, Mr. Alexander offers the Board a distinct and valuable perspective on strategic direction and operational stewardship. | | | | Career Highlights: ▪ Founder, Chairman and Chief Executive Officer, Landmark Property Group, a property management and real estate redevelopment company (2009 – Present) ▪ Chief Executive Officer, President, and Director, Suburban Propane Partners, a multibillion-dollar publicly-traded energy services company (1996 – 2009) | ▪ Senior Vice President, Business Development, Hanson Industries, the U.S. arm of Hanson plc (1984 – 1996) | | | Other Public Company Boards: ▪ W.P. Carey Inc. (2016 – 2025) ▪ BMC Stock Holdings, Inc. (2017 – 2021) Skills & Qualifications: CEO/President Leadership Experience, Operational Responsibility, Logistics, Manufacturing, Finance, Business Development and M&A | |

  30. Directors with Terms Expiring in 2027

    | BUILDERS FIRSTSOURCE, INC. | 15 | 2026 PROXY STATEMENT |

  31. Directors with Terms Expiring in 2027

    | Director since: 2022 Age: 62 Committee Membership: ▪ Audit Committee (Member) | DIRKSON R. CHARLES Independent Mr. Charles offers the Board a wide‑ranging blend of executive leadership, financial discipline, and global operational experience developed over a career spent leading and transforming complex industrial and aerospace businesses. As the Founder, Chief Executive Officer, and Executive Co‑Chairman of Loar Holdings, Inc., he has overseen the growth of a multinational designer and manufacturer of aerospace components, giving him insight into advanced manufacturing processes, highly regulated industries, and long‑term strategic investment. His concurrent role as Chairman of Doncasters Group Limited further deepens his experience guiding international engineering and precision‑manufacturing enterprises. Earlier in his career, Mr. Charles held senior leadership positions at McKechnie Aerospace and served as Executive Vice President and Chief Financial Officer of K&F Industries, where he gained substantial exposure to aviation systems, large‑scale operational management, and financial stewardship. A licensed CPA with early career experience in public accounting, he brings strong analytical capability and a rigorous understanding of financial controls. Through his executive leadership at publicly traded Loar Holdings and his extensive background in finance, operations, business development, and M&A, Mr. Charles contributes a distinct and highly informed perspective to the Board’s oversight and strategic deliberations. | | | | Career Highlights: ▪ Founder, Chief Executive Officer and Executive Co-Chairman, Loar Holdings, Inc., which specializes in the design and manufacture of aerospace components (2012 – Present) ▪ Chairman (2020 – February 2026); Co-Chairman, Doncasters Group Limited, a privately-held leading international manufacturer of high-precision alloy components (February 2026 – Present) | ▪ Executive Vice President, McKechnie Aerospace (2007 – 2012) ▪ Executive Vice President and Chief Financial Officer, K&F Industries, a leading manufacturer of aviation wheels, brakes, fuel tanks and brake control systems (Prior to 2012) | | | Other Public Company Boards: ▪ Loar Holdings, Inc. (2024 – Present) Skills & Qualifications: CEO/President Leadership Experience, Operational Responsibility, Finance, Business Development and M&A | |

  32. Directors with Terms Expiring in 2027

    | BUILDERS FIRSTSOURCE, INC. | 16 | 2026 PROXY STATEMENT |

  33. Directors with Terms Expiring in 2027

    | Director since: 2024 Age: 54 | PETER M. JACKSON Mr. Jackson brings to the Board an informed, multifaceted understanding of the Company’s operations, financial model, and long‑term strategic priorities, gained over more than two decades in leadership roles across the building products and industrial sectors. Having served as President and Chief Executive Officer since 2024, following an eight‑year tenure as Executive Vice President and Chief Financial Officer, he has played a central role in shaping the Company’s growth strategy, capital allocation decisions, digital transformation initiatives, and operational performance. Prior to joining Builders FirstSource, Mr. Jackson spent nearly a decade in senior financial and operational roles at Lennox International, including serving as CFO for both the Residential Heating and Cooling Segment and the Refrigeration Section, where he gained extensive experience managing P&L centers, evaluating market dynamics, and leading cross‑functional teams. Earlier positions at SPX Corporation, General Electric, and Gerber Scientific further broadened his financial leadership foundation across diverse industrial environments. With considerable experience in finance, operations, and strategic execution and a 17‑year track record in the building products industry, Mr. Jackson contributes a uniquely informed, enterprise‑level perspective to the Board’s work. | | | | Career Highlights: ▪ President and Chief Executive Officer (2024 – Present), Executive Vice President and Chief Financial Officer (2016 – 2024), Builders FirstSource, Inc. ▪ Vice President and CFO of Refrigeration Section (2014 – 2016), Vice President, Finance – Financial Planning and Analysis and Mergers and Acquisitions (2013 – 2014), Vice President and CFO of Residential Heating and Cooling Segment (2007 – 2013), Lennox International, Inc. | ▪ Multiple financial leadership roles (prior to 2007), SPX Corporation, General Electric, and Gerber Scientific | | | Skills & Qualifications: CEO/President Leadership Experience, Building Materials Industry Experience, Manufacturing, Operational Responsibility, Finance, Business Development and M&A | |

  34. Directors with Terms Expiring in 2027

    | BUILDERS FIRSTSOURCE, INC. | 17 | 2026 PROXY STATEMENT |

  35. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  36. Compensation of Directors

    Compensation of Directors The following table sets forth the cash and other compensation paid by the Corporation to the members of the Board of Directors of the Corporation for all services in all capacities during 2025.

  37. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Cheryl Ainoa | 124,583 | 190,331 | 314,914 | | Mark A. Alexander | 124,764(2) | 190,331 | 315,095 | | Cory J. Boydston | 124,764(2) | 190,331 | 315,095 | | Dirkson R. Charles | 124,764(2) | 190,331 | 315,095 | | Cleveland A. Christophe | 148,750 | 190,331 | 339,081 | | W. Bradley Hayes | 153,457(2) | 190,331 | 343,788 | | Peter M. Jackson(3) | — | — | — | | Paul S. Levy | 307,096(2) | 190,331 | 497,427 | | Brett N. Milgrim | 125,000 | 190,331 | 315,331 | | James O’ Leary | 145,873(2) | 190,331 | 3,362,014 | | Maria Renz | 124,267(2) | 190,331 | 314,598 | | Dave E. Rush | 303,814(4) | 190,331 | 494,145 | | Craig A. Steinke | 148,538(2) | 190,331 | 338,869 |

  38. Compensation of Directors

    1. Reflects the aggregate grant date fair value of restricted stock unit awards granted in 2025. The fair value of these awards was determined in accordance with the Compensation – Stock Compensation topic of the Financial Accounting Standards Board Accounting Standards Codification. The fair value of the restricted stock unit awards was equal to the closing price of our Common Stock on the grant date. 2. As described below under “Director Compensation Program,” Messrs. Alexander, Charles, Hayes, Levy, O’Leary, and Steinke and Mses. Boydston and Renz each took their annual cash retainers and any fees for serving on committees in Common Stock for the full year in 2025. Amounts include the grant date fair value of these stock awards. 3. As an employee of the Corporation, Mr. Jackson did not receive any compensation for his service as a director in 2025. As a named executive officer, the compensation Mr. Jackson received as an employee during 2025 is set forth in “Executive Compensation and Other Information” below. Amount includes $189,231 in advisor fees paid to Mr. Rush, our former CEO, who was a special advisor to the Corporation until March 31, 2025.

  39. Compensation of Directors

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  40. Compensation of Directors

    The following table shows the total number of shares of Common Stock underlying restricted stock units held by the members of the Board of Directors of the Corporation (excluding executive officers) as of December 31, 2025:

  41. Compensation of Directors

    | Name | Number of Shares Underlying Restricted Stock Units | | Cheryl Ainoa | 2,071 | | Mark A. Alexander | 1,707 | | Cory J. Boydston | 1,707 | | Dirkson R. Charles | 1,707 | | Cleveland A. Christophe | 1,707 | | W. Bradley Hayes | 1,707 | | Paul S. Levy | 1,707 | | Brett N. Milgrim | 1,707 | | James O’Leary | 1,707 | | Maria Renz | 2,071 | | Dave E. Rush | 22,429 | | Craig A. Steinke | 1,707 |

  42. Director Compensation Program

    Director Compensation Program Under the Amended and Restated Director Compensation Policy, directors are entitled to compensation for their service on the Board if they are not concurrently employed in any capacity by the Corporation or any of its subsidiaries ("Eligible Directors"). Pursuant to the policy, Eligible Directors receive an annual cash retainer of $120,000. In addition, the Chair of the Board receives a cash retainer of $200,000 for service in the role. All annual cash retainers are payable quarterly in advance. Directors receive annual fees for serving on the Board’s committees, but do not receive separate per meeting fees for attending Board or committee meetings. The annual fees for serving on the Board’s committees are as follows:

  43. Director Compensation Program

    | Committee | Chair Fee | Member Fee (non-Chair) | | Audit Committee | $35,000 | $5,000 | | Compensation Committee | $25,000 | $5,000 | | Nominating and Corporate Governance Committee | $25,000 | $5,000 | | Technology Committee | $25,000 | $5,000 |

  44. Director Compensation Program

    Eligible Directors also receive annual grants of restricted stock units. In 2025, the number of shares underlying these awards is determined by dividing a dollar value ($185,000 per year) by the fair market value of our Common Stock on the date of grant. These awards vest in full on the earlier of the first anniversary of the grant date or upon such director’s cessation of service due to death, disability, or retirement. If a new Eligible Director joins the Board, or if an existing director’s status changes to allow him or her to qualify as an Eligible Director, that director will receive a grant

  45. Director Compensation Program

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  46. Director Compensation Program

    of restricted stock units on a pro-rated basis for the remainder of the current director compensation year, which is the year from the date of the prior annual meeting of stockholders to the date of the next annual meeting of stockholders. In lieu of receiving cash retainers, an Eligible Director may elect to receive fully vested shares of Common Stock having a value on the first day of the service quarter for which they are issued approximately equal to the amount of the cash retainer payment he or she would otherwise receive. Such stock grants in lieu of cash retainer payments will be awarded on a quarterly basis at the same time cash retainer payments would be made. Eligible Directors may only elect to receive fully vested shares of Common Stock in lieu of cash retainers during an open trading window and such election does not take effect until the following year. We do not compensate directors for any period of service in which they are not Eligible Directors.

  47. Director Compensation Program

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  48. INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

    INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

  49. INFORMATION REGARDING THE BOARD AND ITS COMMITTEES

    | Name | Board of Directors | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Technology Committee | | Paul S. Levy | Chair | | | | | | Cheryl Ainoa | • | | | | • | | Mark A. Alexander | • | • | | | | | Cory J. Boydston | • | | | • | | | Dirkson R. Charles | • | • | | | | | Cleveland A. Christophe | • | | Chair | • | | | W. Bradley Hayes | • | Chair | | | | | Peter M. Jackson | • | | | | | | Brett N. Milgrim | • | | • | | | | James O’Leary | • | | • | | Chair | | Maria Renz | • | | • | | • | | Dave E. Rush | • | | | | • | | Craig A. Steinke | • | • | | Chair | |

  50. Overview

    With our financial and operational objectives in mind, our Compensation Committee designed the 2025 executive compensation program, which included the following components: ▪ Market competitive base salaries reflective of the officer's role, contribution, performance, experience and other relevant factors, with modest increases in 2025 for all NEOs. ▪ A performance-based annual incentive bonus program for all corporate managers, including our NEOs (the “2025 Field Service Center Incentive Plan” or the “2025 Plan”). As described in more detail below, the 2025 Plan provided our NEOs with an opportunity to earn an annual incentive based on (i) the amount of Adjusted EBITDA generated by the Company in 2025, (ii) the level of working capital as a percentage of sales managed by the Company for the year, (iii) a reduction of Recordable Injury Rate ("RIR") during the year, and (iv) training team members on safety and the Company's strategy. Based on management's achievement of these financial and operational objectives, our NEOs (excluding Ms. Narayan, who received a pre-determined bonus amount in connection with her appointment as President – Technology and Digital Solutions in June 2025) received 2025 annual incentive awards of 36.7% of their respective target bonus opportunities under the 2025 Plan. Annual grant of equity incentive awards to our executive team in order to further align their financial interests with those of our stockholders. Effective in March 2025, the Compensation Committee issued new equity incentive awards to key managers, including our NEOs (with the exception of Ms. Narayan, who received an equity award in June 2025 in connection with her appointment as President – Technology and Digital Solutions), in order to

  51. Overview

    promote retention and to incentivize management to maximize the financial performance of our Company over a multi-year period. The equity incentive awards consisted of both performance-based restricted stock units (“PSUs”) and time-vesting restricted stock units (“RSUs”). The PSUs vest based on the achievement of annual and three-year return on invested capital ("ROIC") goals set by the Compensation Committee, with a performance modifier based on total shareholder return (“TSR”) of the Company measured over the three-year performance period, as described below. As described in further detail below, the Compensation Committee selected ROIC as the primary performance metric for the PSUs in order to better align management’s financial interest with those of our stockholders over the longer term.

  52. 2025 Executive Compensation Process

    our executive officers to assist the Compensation Committee in designing our 2025 executive compensation program. The Compensation Committee determined that Meridian is independent under applicable SEC rules. While the Compensation Committee takes Meridian’s advice on compensation matters into consideration, the Compensation Committee has the authority and responsibility to make final decisions on our executive compensation program. Market Comparisons. The Compensation Committee annually examines the competitiveness of our executive compensation program to determine how our compensation levels compare to our overall philosophy and target markets. The Compensation Committee retained Meridian to assist in updating our Peer Group (defined below) for purposes of reviewing market compensation comparisons. In our case, peer selection is somewhat difficult due to the lack of publicly-traded companies with whom we compete and the absence of available data for privately-held competitors. In July 2024, Meridian reviewed the Company's compensation Peer Group and determined that the existing group of 19 companies remained appropriate at the time. Accordingly, the Compensation Committee agreed with Meridian’s recommendation and did not make any changes to the Peer Group for purposes of the 2025 compensation cycle. For purposes of the Compensation Committee review of market compensation comparisons for 2025, the primary peer group (“Peer Group”) included the following 19 companies:

  53. 2025 Executive Compensation Process

    | Peer Group Companies | | | | ▪ Ball Corporation | ▪ Lennar Corporation | ▪ The Sherwin-Williams Company | | ▪ Beacon Roofing Supply, Inc. | ▪ Masco Corporation | ▪ Trane Technologies plc | | ▪ Carrier Global Corporation | ▪ Mohawk Industries, Inc. | ▪ W.W. Grainger, Inc. | | ▪ Fortune Brands Home & Security, Inc. | ▪ Owens Corning | ▪ WESCO International, Inc. | | ▪ Genuine Parts Company | ▪ PPG Industries, Inc. | ▪ Whirlpool Corporation | | ▪ Johnson Controls | ▪ PulteGroup, Inc. | | | ▪ LKQ Corporation | ▪ Stanley Black & Decker, Inc. | |

  54. Elements of our Compensation Program

    | | Plan | Purpose | Relevant Performance Metric and Description | | | | Base Salary | To provide fair and competitive compensation for individual performance and level of responsibility of position held. | Individual Performance | | | | 2025 Corporate Annual Incentive Plan | To provide performance-based annual cash awards for Company performance to motivate and reward key employees for achieving our short-term business objectives and to drive performance. | Mix of metrics, including: ▪ Adjusted EBITDA ▪ Working Capital ▪ Safety (RIR Reduction) ▪ Company Strategy and Safety Training | | | | 2025 Long-Term Incentive Plan: Performance Stock Units (50%) (“PSUs”) | To provide performance-based equity compensation in the form of restricted stock units to maximize stockholder value and retain key employees. | Awards vest at the end of a three-year performance period based on achievement of goals tied to return on invested capital, +/- 10% TSR modifier compared to the Dow Jones U.S. Construction & Materials Index. | | | | 2025 Long-Term Incentive Plan: Restricted Stock Units (50%) (“RSUs”) | To enhance the program’s ability to retain participants and drive long-term behavior by allowing for time-based awards. | The RSUs are time-vested awards that generally vest in equal annual installments on the first three anniversaries of the grant date, subject to the recipient’s continued employment by the Company. | |

  55. Annual Cash Incentives

    Annual Cash Incentives We provide annual cash incentive opportunities to our executive officers that are designed to reward the achievement of financial results measured over the current fiscal year. The Compensation Committee selects the financial performance goals applicable to the annual incentive program, which are based on key financial metrics that are deemed critical to the Company’s near-term success. For 2025, the Compensation Committee implemented an annual cash incentive program for our corporate office leaders, including our NEOs. Under the 2025 Plan, a target bonus opportunity for each participant was set as a percentage of base salary determined by their position. Actual bonus amounts that could be earned by our NEOs ranged from 0% (for performance below threshold levels) to a maximum of 200% (for performance at or above maximum levels) of their respective target bonus amounts. Under the 2025 Plan, 85% of a NEO’s bonus potential was based solely on the Company’s achievement of financial goals, while the remaining 15% was based on achievement of safety and training objectives.

  56. Annual Cash Incentives

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  57. Annual Cash Incentives

    The bonus amounts paid to our NEOs under the 2025 Plan are included later in this Compensation Discussion and Analysis section and in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in this Proxy Statement. Additionally, the following table summarizes the metrics, payout targets, achievements, and actual payouts under the 2025 Plan for our NEOs:

  58. Annual Cash Incentives

    | | | Payout Targets | | | | Payout (% of Total | | Metric | Weighting | Threshold | Target | Maximum | Achievement | Target Amount) | | Corporate Adjusted EBITDA | 70% | $1.76 billion | $2.2 billion | $2.64 billion or greater | $1.58 billion | 0% | | Working Capital as a Percentage of Sales | 15% | 10.6% | 9.3% | 8.8% or below | 9.4% | 12.3% | | Safety Goal | 5% | 1.53 RIR | 1.39 RIR | 1.25 RIR | 1.41 RIR | 4.4% | | Safety Training | 5% | 90% Trained | 95% Trained | 100% Trained | 100% | 10% | | Strategy Training | 5% | 90% Trained | 95% Trained | 100% Trained | 99.9% | 9.9% | | Total Payout | | | | | | 36.7% |

  59. Annual Cash Incentives

    The Compensation Committee chose Adjusted EBITDA (as defined below) and Working Capital as a Percentage of Sales as the financial performance goals under the 2025 Plan because it believes these metrics provide an effective incentive to maximize financial performance and closely align management awards with Company performance and the financial interests of stockholders. Adjusted EBITDA Metric. The 2025 Plan provided that 70% of the bonuses for our NEOs were based on the amount of Adjusted EBITDA earned by the Company for the year as compared to the budgeted target amount of Adjusted EBITDA included in the Company’s 2025 AOP. “Adjusted EBITDA” is calculated as earnings before interest, taxes, depreciation, and amortization, as adjusted for other non-recurring and/or non-cash items. The 2025 Plan provided that no bonuses would be earned under the Adjusted EBITDA component unless the Company achieved more than 80% of its Adjusted EBITDA target in the 2025 AOP, as set by the Board of Directors. Any performance between levels was calculated based on the linear interpolation between such levels. The Adjusted EBITDA target included in the 2025 AOP was $2.2 billion. As noted above, the Company achieved Adjusted EBITDA of $1.58 billion for fiscal year 2025, underperforming the target by approximately 28% and not meeting the threshold for a payout under the metric. Accordingly, our NEOs earned no payout under the Adjusted EBITDA metric and no Adjusted EBITDA-related bonus amounts for 2025 are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in this Proxy Statement. Working Capital Metric. Working capital is a measurement of the Company’s operating liquidity and includes funds invested in accounts receivable, product inventories, and accounts payable. The Compensation Committee set the Working Capital as a Percentage of Sales target under the 2025 Plan for the NEOs at 9.25%, which matched the Company’s budgeted working capital target included in the 2025 AOP. This working capital target included both working capital managed at the corporate level (e.g., checks outstanding, corporate accruals, and prepaid assets) and regional working capital results. If the actual working capital percentage for the year was lower than the target, the bonus payment would increase. If the actual working capital percentage was higher than the target, the bonus payment would decrease. Under the 2025 Plan, the Company had to achieve at least 80% of the 2025 working capital

  60. Annual Cash Incentives

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  61. Annual Cash Incentives

    target (or a maximum of 10.6% Working Capital as a Percentage of Sales) to trigger any payment. Any performance between levels was calculated based on the linear interpolation between such levels. The Company achieved a 9.4% Working Capital as a Percentage of Sales result for 2025, approximately 1.4% above the 2025 AOP target. Each of our NEOs earned a payout of 81.7% of the Working Capital metric, or 12.3% of total target bonus payout. Safety Component. The safety of the Company’s employees is one of the Company’s core values, and the Compensation Committee believes it is a critical component of the Company’s success. Therefore, in addition to the Adjusted EBITDA and Working Capital metrics described above, the Compensation Committee decided that the 2025 Plan should continue to include the reduction of the Company’s RIR as a component of our 2025 Plan. The Compensation Committee set an RIR target under the 2025 Plan at 1.39, matching the Company’s prior year, industry-leading RIR, and a 1.53 RIR threshold to trigger any payment under the 2025 Plan, which represents a 10% underperformance of the prior year's RIR. Any performance between levels was calculated based on the linear interpolation between such levels. The Compensation Committee, in consultation with our CEO, set this objective on a company-wide basis based on regional and divisional targets. The Company’s RIR in 2025 was 1.41, a modest 1.4% underperformance from the prior year. As a result, each of the NEOs earned a payout of 88.4% of the Safety metric, or 4.4% of the total target bonus amount. Safety Training Component. In addition to striving to reduce the Company's RIR, management recommended to the Compensation Committee that all team members undertake a safety training course tailored to team members working in the field and in a corporate environment. Accordingly, the Compensation Committee included in the 2025 Plan safety training for the Company’s workforce as a component of our NEO bonus program. For 2025, the Compensation Committee set a 90% training target to trigger any payment under the 2025 Plan. Any performance between levels was calculated based on the linear interpolation between such levels. For purposes of this component of the 2025 Plan, the performance of our NEOs was determined based on the percentage of all Company team members trained during 2025. In 2025, all Company team members completed safety training, which resulted in a 10% total target bonus payout to our NEOs. Company Strategy Component. The Compensation Committee recognizes the importance of communicating the Company's strategy set by the Board of Directors and management to the Company’s team members. Accordingly, the Compensation Committee included in the 2025 Plan strategy training for the Company’s workforce as a component of our NEO bonus program. For 2025, the Compensation Committee set a 90% training target to trigger any payment under the 2025 Plan. Any performance between levels was calculated based on the linear interpolation between such levels. For purposes of this component of the 2025 Plan and similar to the safety training component, the performance of our NEOs was determined based on the percentage of all Company team members trained during 2025. In 2025, 99.9% of all Company team members completed RIC training, which resulted in a 9.9% total target bonus payout to our NEOs. Overall Payout. As a result of the Company’s 2025 financial performance, as well as the substantial achievement by our executive team of the operational objectives described above, our NEOs received aggregate bonuses as follows:

  62. Annual Cash Incentives

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  63. Annual Cash Incentives

    | Name | 2025 Target Bonus (percentage of salary) | 2025 Target Amount | Percentage of 2025 Target Bonus Earned | 2025 Actual Bonus Earned | | Peter M. Jackson | 150% | $1,500,000 | 36.7% | $549,762 | | Pete R. Beckmann | 100% | $671,753 | 36.7% | $246,288 | | Steve J. Herron | 123% | $902,583 | 36.7% | $330,881 | | Mike Hiller | 100% | $608,670 | 36.7% | $223,114 | | Gayatri Narayan | 100% | $700,000 | 100.0% | $700,000 |

  64. Annual Cash Incentives

    The bonus amounts paid to our NEOs for 2025 are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in this Proxy Statement. The target amounts reflect the weighted salaries of our NEOs during 2025. Mr. Herron's target bonus percentage reflects his weighted percentage in 2025. Ms. Narayan was guaranteed a fixed payout amount under the 2025 Plan pursuant to the terms of her appointment as President - Technology and Digital Solutions to partially replace forfeited compensation from a prior employer.

  65. Long-Term Equity Incentives

    Long-Term Equity Incentives 2025 LTIP Grants. A key component of our executive compensation program consists of equity-based incentives to reward long-term strategic accomplishments and enhance long-term stockholder value. We believe that long-term incentive compensation performs an essential role in attracting and retaining talented executives and providing them with incentives to maximize stockholder value. In 2025 and similar to prior years, the Compensation Committee decided to grant PSUs and RSUs, consistent with our practice in recent years. These award vehicles were selected by the Compensation Committee due to their retention value and the performance link to our stock price. Effective March 15, 2025, the Compensation Committee and the Board approved equity awards to key managers, including our NEOs, in order to promote retention and provide incentive to management to maximize the Company’s financial performance over an extended period. 50% of the awards were RSUs and 50% were PSUs, as described below: ▪ Time-Vesting. The RSUs vest over three years in equal annual installments. ▪ Performance-Vesting. The PSUs vest in full on the third anniversary of the grant date based on the Company’s achievement of annual and three-year ROIC targets, with the payout subject to a modifier if the Company’s TSR significantly outperforms or underperforms the TSR of our Peer Group over the three-year measurement period. The Compensation Committee chose the foregoing performance metrics for the PSU grants to each NEO to (i) incentivize our executive team to grow the Company’s ROIC in conjunction with the Adjusted EBITDA and Working Capital financial metrics utilized in our 2025 Corporate Incentive Plan and (ii) ensure that our NEOs’ financial interests are aligned with those of our stockholders over an extended period. The Compensation Committee determined that 50% of the award to each NEO should be RSUs that vest based on continued employment with the Company because it views retention of key management talent as a critical function of our long-term equity incentive program. Additionally, Ms. Narayan received a sign-on grant of time-vesting RSUs on June 13, 2025 in connection with her appointment as President - Technology and Digital Solutions with a target value of $2,500,000 to partially offset forfeited equity awards from a prior employer. Her award vests 40% on the one-year anniversary of the grant, 40% on the two-year anniversary of the grant and 20% on the three-year anniversary of the grant. The target value of the total awards made to each NEO for 2025 was as follows:

  66. Long-Term Equity Incentives

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  67. Long-Term Equity Incentives

    | Name | Target Value of Award | | Peter M. Jackson | $6,500,000 | | Pete R. Beckmann | $1,750,000 | | Steve J. Herron | $3,300,000 | | Mike Hiller | $2,250,000 | | Gayatri Narayan | $2,500,000 |

  68. Long-Term Equity Incentives

    The restricted stock unit awards granted to our NEOs in 2025 are reflected in the “2025 Grants of Plan-Based Awards” table later in this Proxy Statement. Performance Measurement – ROIC Component. The Compensation Committee believes that ROIC is an effective metric to measure the Company’s efficiency at allocating capital and generating returns for stockholders. In establishing a long-term performance goal, the Compensation Committee and management believe it is appropriate to incentivize immediate and continued performance against pre-established goals. Additionally, as we operate in a cyclical industry, it is important to mitigate large swings in performance (either up or down). As such, the ROIC incentive plan was designed to reward for three individual performance years based on continual improvement from prior year results as well as the achievement against a pre-set three-year objective. This provides the appropriate balance between year-over-year improvement and long-term sustained performance. In 2025, the Compensation Committee, management and Meridian reviewed ROIC as the primary metric and determined that it continues to be the most effective metric for the Company's long-term incentive plan.

  69. Long-Term Equity Incentives

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  70. Long-Term Equity Incentives

    ROIC is defined as:

  71. Long-Term Equity Incentives

    | Adjusted EBIT | | (Total Debt + Finance and Operating Lease Obligations – Cash and Cash Equivalents + Stockholders’ Equity)* |

  72. Long-Term Equity Incentives

    * Calculated based on trailing four quarter average for each of the annual tranches ROIC performance is measured over four separate measurement tranches: an annual ROIC measurement for each of 2025-2027 and a cumulative ROIC measurement for performance over the three-year period.

  73. Long-Term Equity Incentives

    | Measurement Tranche | Weight | | 2025 ROIC | 25% | | 2026 ROIC | 25% | | 2027 ROIC | 25% | | 3-year Avg. ROIC (2025-2027) | 25% |

  74. Long-Term Equity Incentives

    For each tranche, payout would begin at 50% of the target award for achievement of the threshold performance goal, would increase to 100% of the target award for achievement of the target performance goal, and would be capped at 200% of the target award for achievement of the maximum performance goal. There will be no payout for a tranche where the minimum goal is not met. Payout percentages between targets would be determined by linear interpolation. The payout scale is set forth in the following table.

  75. Long-Term Equity Incentives

    | Tranche | Minimum (50% Payout) | Full Payout (100% Payout) | Maximum (200% Payout) | | 2025 ROIC | 10% less than 2025 AOP ROIC Target | 2025 AOP ROIC Target | Minimum Payout Threshold + 30% Improvement | | 2026 ROIC | 2025 Actual ROIC | 2025 Actual ROIC + 10% Improvement | 2025 Actual ROIC + 30% Improvement | | 2027 ROIC | 2026 Actual ROIC | 2026 Actual ROIC + 10% Improvement | 2026 Actual ROIC + 30% Improvement | | 3-year Avg. ROIC | 2025 AOP ROIC Target | 2025 AOP ROIC Target + 10% Improvement | 2025 AOP ROIC Target + 30% Improvement |

  76. Long-Term Equity Incentives

    As mentioned above, the Company’s TSR measured over the three-year vesting period of the awards will be used as a modifier rather than a primary metric. TSR performance is measured against the companies that comprise the Dow Jones U.S. Construction & Materials Index. If the Company’s TSR is in the bottom 25% percentile of the companies in the index, the payout based on the ROIC percentage will be reduced by 10%. If the Company’s TSR is in the top 25% percentile of that group, the payout based on the ROIC percentage will be increased by 10%. Any payouts generated by the 2025 and 2026 tranches are subject to additional time-based vesting requirements such that they would vest upon the conclusion of the three-year performance period, provided that our NEOs remain employed by the Company for the full three-year period of the grant.

  77. Long-Term Equity Incentives

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  78. Long-Term Equity Incentives

    Vesting of 2023 PSUs. In March 2023, the Compensation Committee granted PSUs to Messrs. Jackson, Beckmann, Herron and Hiller, which paid out based on the scales set forth in the following table and aligned with the Company's long range plan targets at the time:

  79. Long-Term Equity Incentives

    | Tranche | Minimum (50% Payout) | Target Payout (100% Payout) | Maximum (200% Payout) | | 2023 ROIC | 13.0% | 15.3% | 18.3% | | 2024 ROIC | 27.9% | 32.1% | 39.1% | | 2025 ROIC | 20.7% | 23.8% | 29.0% | | 3-year Avg. ROIC | 15.3% | 17.6% | 21.5% |

  80. Long-Term Equity Incentives

    Payout percentages between targets are linear. Additionally, the awards were subject to a TSR modifier. TSR performance was measured against the companies that comprised the Dow Jones U.S. Construction & Materials Index at the end of the performance period. If the Company’s TSR was in the bottom 25% percentile of the companies in the index, the payout based on the ROIC percentage would be reduced by 10%. If the Company’s TSR was in the top 25% percentile of that group, the payout based on the ROIC percentage would be increased by 10%. The performance period for the PSUs concluded on December 31, 2025. The Company achieved the following ROIC metrics set forth in the following:

  81. Long-Term Equity Incentives

    | Tranche | Target Payout | Actual | Weighted Percentage Payout | | 2023 ROIC | 15.3% | 27.9% | 50% | | 2024 ROIC | 32.1% | 20.7% | 0% | | 2025 ROIC | 23.8% | 10.6% | 0% | | 3-year Average ROIC | 17.6% | 19.8% | 39% | | Total ROIC Payout | | | 89% |

  82. Long-Term Equity Incentives

    Additionally, the Company’s TSR over the three-year period was 58.6%, which ranked 14th within the selected peer group and not in the top or bottom quartile of the index. Accordingly, the 89% ROIC attainment percentage was not modified. Actual share payout amounts are reflected in the “2025 Outstanding Equity Awards at Year-End” table of this Proxy Statement.

  83. Post-Termination Compensation

    Post-Termination Compensation The Board believes that severance benefits are necessary in order to attract and retain the caliber and quality of executive that the Company needs in its most senior positions. In 2023, the Board of Directors approved and adopted the Builders FirstSource, Inc. Executive and Key Employee Severance Plan (the “Severance Plan”), which provides for severance payments and benefits to certain key employees of the Company if their employment is involuntarily terminated under certain circumstances. Under the Severance Plan, participants are grouped into three tiers of benefits, as selected and designated by the Compensation Committee. The Compensation Committee designated the following named executive officers to participate in the Severance Plan: Peter Jackson, as a Tier I Participant; and Pete Beckmann, Steve Herron, Mike Hiller, and Gayatri Narayan, as Tier II Participants. Upon acknowledgment by such named executive officers of their participation in the Severance Plan, any existing employment agreement between the Company and such named executive officer was terminated. As a condition to participating in the Severance Plan, a participant must enter into a restrictive covenant agreement that includes non-competition, customer non-solicitation and employee non-recruitment provisions, that will apply for a period of 24 months, in the case of a Tier I Participant, or 18 months, in the case of a Tier II Participant, following the participant’s termination of employment and subject in each case to applicable limitations under state law. The Board determined that implementation of the Severance Plan is in the best interests of the Company insofar as it permits the Company to achieve its goals of attracting and retaining the best possible executive talent while obtaining post-employment non-competition and non-solicitation covenants from executive officers. Under the Severance Plan, if a participating executive’s employment is terminated by the Company without cause or by the participant for good reason (as such terms are defined in the Severance Plan), and the termination does not occur within the 3-month period prior to or the 24-month period following a change in control of the Company, the participant will be entitled to certain severance payments and benefits (“Regular Severance Benefits”). The Regular Severance Benefits include cash payments of the following amounts: (1) a pro rata annual bonus (based on actual results for the full fiscal year), (2) a severance payment equal to 2.0 times, in the case of a Tier I Participant, or 1.5 times, in the case of a Tier II Participant, the participant’s base salary and target annual bonus, and (3) a payment equal to the cost to provide group health benefits to the participant (less the active-employee rate for such coverage) for 24 months, in the case of a Tier I Participant, or 18 months, in the case of a Tier II Participant (based on group health benefits sponsored by the Company and maintained by the participant as of the termination date). In addition, the participant’s outstanding stock options, restricted stock units and other stock awards with time-based vesting restrictions will become vested and exercisable as to a pro rata portion of the number of awards that otherwise would have become vested on the award's next regularly scheduled vesting date, and a pro rata portion of the participant’s outstanding performance-based stock awards will be deemed vested and earned based on the actual level of achievement of all relevant performance measures as of the end of the regular performance period. If a participating executive’s employment is terminated by the Company without cause or by the participant for good reason, and the termination occurs within the 3-month period prior to or the 24-month period following a change in control of the Company, the participant will be entitled to certain severance payments and benefits (“Change in Control Severance Benefits”). The Change in Control Severance Benefits include lump sum cash payments of the following amounts: (1) a pro rata target annual bonus, (2) a severance payment equal to 2.5 times, in the case of a Tier I Participant, or 2.0 times, in the case of a Tier II Participant, the participant’s base salary and target annual bonus, and (3) a payment equal to the cost to provide group health benefits to the participant (less the active-employee rate for such coverage) for 30 months, in the case of a Tier I Participant, or 24 months, in the case of a Tier II Participant (based on group health benefits sponsored by the Company and maintained by the participant as of the termination date). In addition, the level of achievement of all performance goals relating to the participant’s outstanding performance-based stock awards will be based on (i) the greater of an assumed level of achievement at “target” level

  84. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards Although we have not adopted a formal policy regarding the timing of equity award grants, the Compensation Committee generally approves equity award grants during a regularly scheduled meeting in the first quarter of the fiscal year. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates.

  85. Summary Compensation Table

    Summary Compensation Table The following table sets forth the cash and other compensation that we paid to our NEOs, or that was otherwise earned by our NEOs, for their services in all capacities during 2025, 2024 and 2023.

  86. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) | Bonus ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Peter M. Jackson | 2025 | 1,000,000 | 6,573,062(1) | — | 549,762(3) | 10,500(4) | 8,133,324 | | Chief Executive Officer | 2024 | 752,672 | 1,782,722 | — | 697,161 | 10,350 | 3,242,905 | | and President | 2023 | 685,785 | 1,539,730 | — | 1,355,658 | 9,900 | 3,591,073 | | Pete R. Beckmann | 2025 | 690,000 | 1,769,566(1) | — | 246,288(3) | 16,038(5) | 2,721,982 | | Executive Vice President and | 2024 | 375,405 | 305,519 | — | 273,789 | 10,350 | 965,063 | | Chief Financial Officer | | | | | | | | | Steve J. Herron | 2025 | 735,625 | 3,337,128(1) | — | 330,881(3) | 16,216(6) | 4,419,850 | | Chief Operating Officer | 2024 | 668,750 | 1,528,189 | — | 603,029 | 18,862 | 2,818,830 | | | 2023 | 595,763 | 1,925,801 | — | 1,193,036 | 17,054 | 3,731,654 | | Mike Hiller | 2025 | 625,004 | 2,275,286(1) | — | 223,114(3) | 20,100(7) | 3,143,504 | | Chief Talent Officer | | | | | | | | | Gayatri Narayan | 2025 | 390,386 | 2,418,220(8) | — | 700,000(9) | 10,500(4) | 3,519,106 | | President - Technology and Digital Solutions(2) | | | | | | | |

  87. Summary Compensation Table

    1. Unless otherwise noted, reflects the aggregate grant date fair value of restricted stock unit awards, which for 2025 included both time-based vesting and performance-based vesting RSUs. The fair value of these awards was determined in accordance with the Compensation – Stock Compensation topic of the Financial Accounting Standards Board Accounting Standards Codification. The grant date fair value of time-based vesting RSUs was equal to the closing price of our Common Stock on the grant date. The grant date fair value of the performance-based vesting RSUs, utilizing an annual return on invested capital (“ROIC”) measurement for each of 2025-2027 individually and a cumulative ROIC measurement for performance over that three-year period, and subject to a total shareholder return modifier, was determined using the Monte Carlo simulation model, which is based on a number of factors. If achievement of the highest level of performance conditions is assumed, the grant date fair value of the awards to Messrs. Jackson, Beckmann, Herron, and Hiller would increase by $3,987,646, $1,073,478, $2,024,481, and $1,380,363, respectively. The weighted average assumptions used in determining the grant date fair value of these awards are set forth in Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 2. Ms. Narayan was appointed President - Technology and Digital Solutions on June 2, 2025. 3. Reflects cash incentive awards earned under the 2025 Corporate Annual Incentive Plan. For information regarding our 2025 Corporate Annual Incentive Plan, see the discussion in the “Compensation Discussion and Analysis” section above. 4. Amount reflects $10,500 in employer contributions to executive’s 401(k) plan. 5. Amount reflects $10,500 in employer contributions to Mr. Beckmann’s 401(k) plan and $5,538 in auto allowance payments. 6. Amount reflects $6,616 in employer contributions to Mr. Herron’s 401(k) plan and $9,600 in auto allowance payments. 7. Amount reflects $10,500 in employer contributions to Mr. Hiller’s 401(k) plan and $9,600 in auto allowance payments. 8. Reflects the aggregate grant date fair value of restricted stock unit awards granted in 2025, which consisted entirely of time-based RSUs. The fair value of these awards was determined in accordance with the Compensation — Stock Compensation topic of the Financial Accounting Standards Board Accounting Standards Codification. For time-based vesting RSUs, the grant date fair value of such RSUs is equal to the closing price of our Common Stock on the grant date. Ms. Narayan was guaranteed a fixed payout amount under the 2025 Plan pursuant to the terms of her appointment as President - Technology and Digital Solutions.

  88. Summary Compensation Table

    | BUILDERS FIRSTSOURCE, INC. | 58 | 2026 PROXY STATEMENT |

  89. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth the individual grants of plan-based awards made to each of our NEOs during 2025.

  90. 2025 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Award(2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Awards ($)(3) | | Peter M. Jackson | | | | | | | | | | | | 2025 Plan | | | 18,750 | 1,500,000 | 3,000,000 | | | | | | | RSU | 3/15/25 | 2/17/25 | | | | | | | 25,755(4) | $3,250,023 | | PSU | 3/15/25 | 2/17/25 | | | | 2,897 | 25,754 | 56,658 | | $3,323,039 | | Pete R. Beckmann | | | | | | | | | | | | 2025 Plan | | | 8,397 | 671,753 | 1,343,506 | | | | | | | RSU | 3/15/25 | 2/17/25 | | | | | | | 6,934(4) | $875,001 | | PSU | 3/15/25 | 2/17/25 | | | | 779 | 6,933 | 15,252 | | $894,565 | | Steve J. Herron | | | | | | | | | | | | 2025 Plan | | | 11,282 | 902,583 | 1,805,166 | | | | | | | RSU | 3/15/25 | 2/17/25 | | | | | | | 13,076(4) | $1,650,060 | | PSU | 3/15/25 | 2/17/25 | | | | 1,470 | 13,075 | 28,765 | | $1,687,067 | | Mike Hiller | | | | | | | | | | | | 2025 Plan | | | 7,608 | 608,670 | 1,217,340 | | | | | | | RSU | 3/15/25 | 2/17/25 | | | | | | | 8,915(4) | $1,124,984 | | PSU | 3/15/25 | 2/17/25 | | | | 1,002 | 8,915 | 19,613 | | $1,150,302 | | Gayatri Narayan | | | | | | | | | | | | 2025 Plan | | | 700,000 | 700,000 | 1,400,000 | | | | | | | RSU | 6/13/25 | 6/2/25 | | | | | | | 21,729(5) | $2,418,220 |

  91. 2025 Grants of Plan-Based Awards

    1. Represents threshold, target, and maximum payout levels for 2025 performance under the 2025 Corporate Annual Incentive Plan. The threshold amount for each of Messrs. Jackson, Beckmann, Herron and Hiller and Ms. Narayan represents the minimum amount that could be paid under the 2025 Corporate Annual Incentive Plan, which would occur if the Company only achieved the minimum payout under the Safety metric (1.25% of total target bonus). Ms. Narayan was guaranteed a fixed payout amount under the 2025 Corporate Annual Incentive Plan pursuant to the terms of her appointment as President - Technology and Digital Solutions. For more information regarding the 2025 Corporate Annual Incentive Plan, see the discussion in the “Compensation Discussion and Analysis” section above. 2. Reflects awards of performance-based vesting RSUs under the 2014 Incentive Plan. Each award vests on the third anniversary of the grant date based on four separate performance measures: an annual return on invested capital (“ROIC”) measurement for each of 2025-2027 and a cumulative ROIC measurement for performance over that three-year period. For 2025, (i) minimum payout requires achieving no more than a 10% reduction of the 2025 ROIC target set forth in the 2025 AOP, (ii) full payout requires achieving the 2025 ROIC target set forth in the 2025 AOP, and (iii) maximum payout requires achieving a 30% improvement over the minimum payout threshold. For each of 2026 and 2027, (i) minimum payout requires achieving the actual ROIC performance for the prior year, (ii) full payout requires achieving the actual ROIC performance for the prior year plus a 10% improvement, and (iii) maximum payout requires achieving a 30% improvement over the actual ROIC performance for the prior year. For the three-year average tranche, (i) minimum payout requires achieving 2025 ROIC target set forth in the 2025 AOP, (ii) the full payout target is a 10% increase over that minimum target, and (iii) the maximum target is a 30% increase above the minimum payout threshold. The specific targets are set forth in the discussion in the “Compensation Discussion and Analysis” section above. Additionally, the awards are subject to a total shareholder return (“TSR”) modifier. If the Company’s TSR is in the bottom 25% percentile of the companies in the Dow Jones U.S. Construction & Materials Index, the payout based on the ROIC percentage will be reduced by 10%. If the Company’s TSR is in the top 25% percentile of that group, the payout based on the ROIC percentage will be increased by 10%. 3. Reflects the aggregate grant date fair value of restricted stock unit awards granted in 2025. The fair value of these awards was determined in accordance with the Compensation — Stock Compensation topic of the Financial Accounting Standards Board Accounting Standards Codification. For time-based vesting RSUs, the grant date fair value of such RSUs is equal to the closing price of our Common Stock on the grant date. The grant date fair value of performance-based vesting RSUs was determined using the Monte Carlo simulation model, which is based on a number of factors. The weighted average assumptions used in determining the grant date fair value of these awards are set forth in Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 4. Reflects awards of time-based vesting RSUs under the 2014 Incentive Plan. Each award vests in three equal annual installments on March 15, 2026, 2027, and 2028. Reflects awards of time-based vesting RSUs under the 2014 Incentive Plan. 40% of the award vests on June 13, 2026, 40% of the award vests on June 13, 2027 and 20% of the award vests on June 13, 2028.

  92. 2025 Grants of Plan-Based Awards

    | BUILDERS FIRSTSOURCE, INC. | 59 | 2026 PROXY STATEMENT |

  93. 2025 Outstanding Equity Awards at Year-End

    2025 Outstanding Equity Awards at Year-End The following table provides information concerning equity awards that are outstanding as of December 31, 2025 for each of our NEOs.

  94. 2025 Outstanding Equity Awards at Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Peter M. Jackson | | | | | | 2023 RSU | 3,144(2) | 323,486 | | | | 2023 PSU | | | 8,392(3) | 863,453 | | 2024 RSU | 2,984(4) | 307,024 | | | | 2024 PSU | | | 4,475(5) | 460,433 | | 2025 RSU | 25,755(6) | 2,649,932 | | | | 2025 PSU | | | 25,754(7) | 2,649,829 | | Pete R. Beckmann | | | | | | 2023 RSU | 524(2) | 53,914 | | | | 2023 PSU | | | 1,398(3) | 143,840 | | 2024 RSU | 512(4) | 52,680 | | | | 2024 PSU | | | 767(5) | 78,917 | | 2025 RSU | 6,934(6) | 713,439 | | | | 2025 PSU | | | 6,933(7) | 713,336 | | Steve J. Herron | | | | | | 2023 RSU | 2,096(2) | 215,657 | | | | 2023 PSU | | | 5,594(3) | 575,567 | | 2023 RSU | 396(8) | 40,744 | | | | 2023 PSU | | | 1,056(9) | 108,652 | | 2024 RSU | 2,558(4) | 263,193 | | | | 2024 PSU | | | 3,836(5) | 394,686 | | 2025 RSU | 13,076(6) | 1,345,390 | | | | 2025 PSU | | | 13,075(7) | 1,345,287 | | Mike Hiller | | | | | | 2023 RSU | 2,096(2) | 215,657 | | | | 2023 PSU | | | 5,594(3) | 575,567 | | 2024 RSU | 2,132(4) | 219,361 | | | | 2024 PSU | | | 3,197(5) | 328,939 | | 2025 RSU | 8,915(6) | 917,264 | | | | 2025 PSU | | | 8,915(7) | 917,264 | | Gayatri Narayan | | | | | | 2025 RSU | 21,729(10) | 2,235,697 | | |

  95. 2025 Outstanding Equity Awards at Year-End

    1. Reflects the value as calculated using the closing market price of our Common Stock as of December 31, 2025 ($102.89). 2. Restricted stock units awarded to the executive on March 15, 2023 under the 2014 Incentive Plan. The restricted stock units vested in three equal annual installments on each of March 15, 2024, 2025 and 2026. Each restricted stock unit converted into one share of common stock upon vesting. Restricted stock units awarded to the executive on March 15, 2023 under the 2014 Incentive Plan. The award vested on March 15, 2026 based on four separate performance measures: an annual return on invested capital (“ROIC”) measurement for each of 2023-2025 and a cumulative ROIC measurement for performance over that three-year period. For each of the annual tranches and the three-year average tranche, target payout aligns with ROIC targets in the Company’s LRP. For 2023, (i) minimum payout requires achieving a 13.0% ROIC, (ii) full payout requires

  96. 2025 Outstanding Equity Awards at Year-End

    | BUILDERS FIRSTSOURCE, INC. | 61 | 2026 PROXY STATEMENT |

  97. 2025 Outstanding Equity Awards at Year-End

    achieving a 15.3% ROIC, and (iii) maximum payout requires achieving a 18.3% ROIC. For 2024, (i) minimum payout requires achieving a 27.9% ROIC, (ii) full payout requires achieving a 32.1% ROIC, and (iii) maximum payout requires achieving a 39.1% ROIC. For 2025, (i) minimum payout requires achieving a 20.7% ROIC, (ii) full payout requires achieving a 23.8% ROIC, and (iii) maximum payout requires achieving a 29.0% ROIC. For the three-year average tranche, (i) minimum payout requires achieving a 15.3% ROIC, (ii) full payout requires achieving a 17.6% ROIC, and (iii) maximum payout requires achieving a 21.5% ROIC. Additionally, the awards are subject to a TSR modifier. If the Company’s TSR is in the bottom 25% percentile of the companies in the Dow Jones U.S. Construction & Materials Index, the payout based on the ROIC percentage will be reduced by 10%. If the Company’s TSR is in the top 25% percentile of that group, the payout based on the ROIC percentage will be increased by 10%. The performance period has been completed and the amounts reflected are the actual amounts earned. Restricted stock units awarded to the executive on March 15, 2024 under the 2014 Incentive Plan. The restricted stock units vest in three equal annual installments on each of March 15, 2025, 2026, and 2027. Each restricted stock unit converts into one share of common stock upon vesting. 5. Restricted stock units awarded to the executive on March 15, 2024 under the 2014 Incentive Plan. The award vests on March 15, 2027 based on four separate performance measures: an annual return on invested capital (“ROIC”) measurement for each of 2024-2026 and a cumulative ROIC measurement for performance over that three-year period. For 2024, (i) minimum payout requires achieving no more than a 1.5% reduction of the 2024 ROIC target set forth in the 2024 AOP, (ii) full payout requires achieving the 2024 ROIC target set forth in the 2024 AOP, and (iii) maximum payout requires achieving a 7.5% improvement over the minimum payout threshold. For each of 2025 and 2026, (i) minimum payout requires achieving the actual ROIC performance for the prior year, (ii) full payout requires achieving the actual ROIC performance for the prior year plus a 1.5% improvement, and (iii) maximum payout requires achieving a 7.5% improvement over the actual ROIC performance for the prior year. For the three-year average tranche, (i) minimum payout requires achieving 2024 ROIC target set forth in the 2024 AOP, (ii) the full payout target is a 1.5% increase over that minimum target, and (iii) the maximum target is a 7.5% increase above the minimum payout threshold. Additionally, the awards are subject to a TSR modifier. If the Company’s TSR is in the bottom 25% percentile of the companies in the Dow Jones U.S. Construction & Materials Index, the payout based on the ROIC percentage will be reduced by 10%. If the Company’s TSR is in the top 25% percentile of that group, the payout based on the ROIC percentage will be increased by 10%. The amounts reflected assume target payouts excluding any TSR modifier. 6. Restricted stock units awarded to the executive on March 15, 2025 under the 2014 Incentive Plan. The restricted stock units vest in three equal annual installments on each of March 15, 2026, 2027, and 2028. Each restricted stock unit converts into one share of common stock upon vesting. 7. Restricted stock units awarded to the executive on March 15, 2025 under the 2014 Incentive Plan. The award vests on March 15, 2028 based on four separate performance measures: an annual return on invested capital (“ROIC”) measurement for each of 2025-2027 and a cumulative ROIC measurement for performance over that three-year period. For 2025, (i) minimum payout requires achieving no more than a 10% reduction of the 2025 ROIC target set forth in the 2025 AOP, (ii) full payout requires achieving the 2025 ROIC target set forth in the 2025 AOP, and (iii) maximum payout requires achieving a 30% improvement over the minimum payout threshold. For each of 2026 and 2027, (i) minimum payout requires achieving the actual ROIC performance for the prior year, (ii) full payout requires achieving the actual ROIC performance for the prior year plus a 10% improvement, and (iii) maximum payout requires achieving a 30% improvement over the actual ROIC performance for the prior year. For the three-year average tranche, (i) minimum payout requires achieving 2025 ROIC target set forth in the 2025 AOP, (ii) the full payout target is a 10% increase over that minimum target, and (iii) the maximum target is a 30% increase above the minimum payout threshold. Additionally, the awards are subject to a TSR modifier. If the Company’s TSR is in the bottom 25% percentile of the companies in the Dow Jones U.S. Construction & Materials Index, the payout based on the ROIC percentage will be reduced by 10%. If the Company’s TSR is in the top 25% percentile of that group, the payout based on the ROIC percentage will be increased by 10%. The amounts reflected assume target payouts excluding any TSR modifier. 8. Restricted stock units awarded to Mr. Herron on March 21, 2023 under the 2014 Incentive Plan in connection with his appointment as Chief Operating Officer. The restricted stock units vested on the schedule described in Footnote 2 above. 9. Restricted stock units awarded to Mr. Herron on March 21, 2023 under the 2014 Incentive Plan in connection with his appointment as Chief Operating Officer. The restricted stock units vested on the schedule described in Footnote 3 above. The performance period has been completed and the amount reflected is the actual amount earned. Restricted stock units awarded to Ms. Narayan on June 13, 2025 under the 2014 Incentive Plan in connection with her appointment as President - Technology and Digital Solutions. 40% of the restricted stock units vest on June 13, 2026, 40% of the restricted stock units vest on June 13, 2027 and 20% of the restricted stock units vest on June 13, 2028.

  98. 2025 Outstanding Equity Awards at Year-End

    | BUILDERS FIRSTSOURCE, INC. | 62 | 2026 PROXY STATEMENT |

  99. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table provides information regarding the vesting of restricted stock awards held by our NEOs in 2025. The NEOs did not exercise any stock options in 2025.

  100. 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Peter M. Jackson | 28,327 | 4,231,089 | | Pete R. Beckmann | 5,122 | 766,690 | | Steve J. Herron | 16,405 | 2,420,235 | | Mike Hiller | 15,795 | 2,343,259 | | Gayatri Narayan | — | — |

  101. 2025 Option Exercises and Stock Vested

    1. Reflects the value as calculated by multiplying the number of shares of stock by the closing market price of our Common Stock on the date prior to the date of vesting.

  102. 2025 Nonqualified deferred compensation

    2025 Nonqualified deferred compensation The following table provides information regarding the contributions to the NDCP by our NEOs in 2025.

  103. 2025 Nonqualified deferred compensation

    | Name | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Withdrawals and Distributions ($) | Aggregate Balance at Year-End ($) | | Peter M. Jackson | — | — | — | — | — | | Pete R. Beckmann | 139,260(1) | — | 34,664 | | 276,675(2) | | Steve J. Herron | — | — | — | — | — | | Mike Hiller | — | — | — | — | — | | Gayatri Narayan | — | — | — | — | — |

  104. 2025 Nonqualified deferred compensation

    1. $66,923 of Mr. Beckmann's contributions in the last fiscal year have been included in the "Salary" column for the NEO in the 2025 Summary Compensation Table and $68,447 of Mr. Beckmann's contributions in the last fiscal year have been included in the "Non-Equity Incentive Plan Compensation" column for the NEO in the 2025 Summary Compensation Table. The remainder of Mr. Beckmann's contributions were made from his 401(k) discrimination testing refund and are not included in the 2025 Summary Compensation Table. 2. $91,982 of Mr. Beckmann's Aggregate Balance at Year-End was included in the "Salary" column for the NEO in the 2024 Summary Compensation Table. The NDCP is described above in the section titled "Compensation Discussion and Analysis."

  105. 2025 Nonqualified deferred compensation

    | BUILDERS FIRSTSOURCE, INC. | 63 | 2026 PROXY STATEMENT |

  106. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described in the "Compensation Discussion and Analysis" section above, our Board of Directors adopted the Severance Plan in February 2023. The Compensation Committee designated the following named executive officers to participate in the Severance Plan: Peter M. Jackson, as a Tier I Participant; and Pete R. Beckman, Steve J. Herron, Mike Hiller and Gayatri Narayan, as Tier II Participants. The key terms of the Severance Plan are described above in the section titled "Post-Termination Compensation" in the Compensation Discussion & Analysis, including a summary of the payments in the event of termination by the Company without cause, by the executive for good reason or upon a change in control, and the restrictive covenants that bound the executives. While the Severance Plan does not provide for any payments in the event of a death or disability, all of an executive's unvested RSUs accelerate upon death or disability and unvested PSUs accelerate and vest on the stated vesting date as if the executive remained continuously employed, in each case pursuant to the terms of their respective award agreements. Additionally, the award agreements provide for the acceleration of all unvested RSUs and PSUs in the event of a change in control.

  107. Potential Payments Upon Termination or Change in Control

    | BUILDERS FIRSTSOURCE, INC. | 64 | 2026 PROXY STATEMENT |

  108. Chief Executive Officer Pay Ratio Disclosure

    Chief Executive Officer Pay Ratio Disclosure Below is: (i) the 2025 annual total compensation of our CEO; (ii) the 2025 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio:

  109. Chief Executive Officer Pay Ratio Disclosure

    | CEO Pay Ratio | | | CEO Annual Total Compensation | $8,153,385 | | Median Employee Annual Total Compensation | $74,761 | | Median Employee Pay Ratio | 109:1 |

  110. Chief Executive Officer Pay Ratio Disclosure

    To determine our median employee’s pay, we chose total cash compensation paid through our payroll system in 2025 as our consistently applied compensation measure. That amount does not include any 401(k) match. We then annualized base salary for those employees who commenced work during 2025 and any employees who were on an unpaid leave of absence for a portion of 2025. As of December 31, 2025, we had approximately 28,000 employees. Using this methodology, we identified the median employee as of December 31, 2025. That median employee’s total annual compensation in 2025 includes total cash compensation paid through our payroll system in 2025, the value of company-paid cost of health insurance, and the value of company-paid contributions to the employee’s 401(k) plan, if any. Mr. Jackson’s total annual compensation includes his base salary in effect at the end of the year, long-term equity incentive awards, non-equity incentive plan bonus, company-paid contributions to his 401(k) plan, and the value of company-paid cost of health and life insurance. The value of company-paid health insurance is not included for Mr. Jackson in the Summary Compensation Table above because that benefit is available to all full-time employees regardless of annual compensation amount. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  111. Chief Executive Officer Pay Ratio Disclosure

    | BUILDERS FIRSTSOURCE, INC. | 66 | 2026 PROXY STATEMENT |

  112. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Item 402(v) of the SEC’s Regulation S-K requires disclosure of information that demonstrates the relationship between “compensation actually paid” to NEOs, calculated pursuant to SEC rules (referred to herein as “CAP”) and our financial performance for 2025, 2024, 2023, 2022, and 2021.

  113. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  114. PAY VERSUS PERFORMANCE TABLE

    | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | SCT Total Compen- sation for PEO Peter Jackson) ($)(1) (b) | Compen- sation Actually Paid to PEO (Peter Jackson) ($)(3)(4) (c) | SCT Total Compen -sation for PEO (Dave Rush) ($)(2) (b) | Compen- sation Actually Paid to PEO (Dave Rush) ($)(3)(4) (c) | SCT Total Compen- sation for PEO (Dave Flitman) ($)(5) (b) | Compen- sation Actually Paid to PEO (Dave Flitman) ($)(3)(4) (c) | SCT Total Compen- sation for PEO (Chad Crow) ($)(6) (b) | Compen- sation Actually Paid to PEO (Chad Crow) ($)(3)(4) (c) | Average SCT Total Compen- sation for Non- PEO NEOs ($) (d) | Average Compen- sation Actually Paid to Non-PEO NEOs ($)(3)(4) (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return(12) (g) | Net Income ($) (in thousands) (h) | Adjusted EBITDA ($) (in thousands) (i) | | 2025 | 8,133,324 | 4,033,290 | — | — | — | — | — | — | 3,451,111(7) | 2,085,582 | 252.12 | 194.02 | 435,199 | 1,583,800 | | 2024 | 3,242,905 | 2,578,994 | 8,298,475 | 5,653,517 | — | — | — | — | 2,156,244(8) | 1,768,723 | 350.23 | 177.70 | 1,077,898 | 2,330,700 | | 2023 | — | — | 8,105,991 | 13,901,950 | — | — | — | — | 3,347,899(9) | 11,327,474 | 409.07 | 157.63 | 1,540,555 | 2,899,300 | | 2022 | — | — | 4,110,749 | 1,074,763 | 6,377,169 | (9,262,135) | — | — | 3,821,105(10) | 2,088,793 | 158.98 | 104.38 | 2,749,369 | 4,376,600 | | 2021 | — | — | — | — | 10,129,559 | 15,899,432 | 257,915 | 22,894,748 | 2,947,160(11) | 7,229,729 | 210.02 | 124.83 | 1,725,416 | 3,060,300 |

  115. PAY VERSUS PERFORMANCE TABLE

    1. Peter Jackson was appointed Chief Executive Officer effective November 6, 2024. The amount for 2024 reflects Mr. Jackson’s total compensation for 2024. 2. Prior to his retirement as President and Chief Executive Officer in November 2024, Dave Rush was appointed Interim Chief Executive Officer effective November 18, 2022. The amount for 2022 reflects Mr. Rush’s total compensation for 2022. 3. The dollar amounts represent the amount of “compensation actually paid,” or CAP, to the CEO and Other Non-CEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO or other NEOs, respectively, during the applicable year. 4. For purposes of calculating CAP: a. For 2025 and 2024, the Total Compensation of Peter Jackson as reported in the Summary Compensation Table (“SCT”) was reduced by $6,573,062 and $1,782,722, respectively; for 2024, 2023 and 2022, the Total Compensation of Dave Rush as reported in the SCT was reduced by $6,112,772, $4,102,537 and $499,990, respectively; for 2022 and 2021, the Total Compensation of Dave Flitman as reported in the SCT was reduced by $5,315,326 and $6,842,350; for 2021, the Total Compensation of Chad Crow as reported in the SCT was not adjusted; and the SCT Total Compensation of the other NEOs for 2025, 2024, 2023, 2022 and 2021 was reduced, on average, by $2,450,050, $1,061,282, $1,565,537, $2,099,424 and $1,601,168, respectively, reflecting the grant date fair values of stock awards granted in the applicable year. b. For 2025 and 2024, the SCT Total Compensation of Peter Jackson was increased by $3,578,003 and $1,264,509, respectively; for 2024, 2023 and 2022, the SCT Total Compensation of Dave Rush was increased by $4,335,859, $8,477,476 and $488,352, respectively; for 2022 and 2021, the SCT Total Compensation for Dave Flitman was not adjusted and increased by $12,612,223, respectively; for 2021, the SCT Total Compensation of Chad Crow was not adjusted; and the SCT Total Compensation of the other NEOs for 2025, 2024, 2023, 2022 and 2021 was increased, on average, by $1,563,515, $773,172, $3,125,543, $2,286,140 and $3,009,696, respectively, reflecting the fair value as of December 31 of each applicable year of all stock awards granted during that year that are outstanding and unvested as of such date. c. For 2025 and 2024, the SCT Total Compensation of Peter Jackson was decreased by $1,287,286 and $1,304,835, respectively; for 2024, 2023 and 2022, the SCT Total Compensation of Dave Rush decreased by $1,099,357, was not adjusted and decreased by $2,422,441; for 2022 and 2021, the SCT Total Compensation of Dave Flitman was not adjusted for for 2021, the SCT Total Compensation of Chad Crow was increased by $21,952,801; and the SCT Total Compensation of the other NEOs for 2025, 2024, 2023, 2022 and 2021 was, on average, decreased by $527,931, decreased by $447,678, increased by $5,317,269, decreased by $1,369,868 and increased by $2,792,369, respectively, reflecting the change in fair value from December 31 of the prior year to December 31 of the applicable year of any awards granted in a prior year that are outstanding and unvested as of December 31 of the applicable year. d. For 2025 and 2024, the SCT Total Compensation of Peter Jackson was increased by $182,311 and $1,159,137, respectively; for 2024, 2023 and 2022, the SCT Total Compensation of Dave Rush was increased by $231,312 increased by $1,421,019 and decreased by $601,907, respectively; for 2022 and 2021, the SCT Total Compensation of Dave Flitman was decreased by $385,221 and not adjusted, respectively; for 2021, the SCT Total Compensation of Chad Crow was increased by $684,032; and for 2025, 2024, 2023, 2022 and 2021, the SCT Total Compensation of the other NEOs was on average, increased by $48,938, increased by $348,267, increased by $1,102,300, decreased by $549,161 and increased by

  116. PAY VERSUS PERFORMANCE TABLE

    | BUILDERS FIRSTSOURCE, INC. | 67 | 2026 PROXY STATEMENT |

  117. PAY VERSUS PERFORMANCE TABLE

    $81,672, reflecting the change in fair value from December 31 of the prior year to the vesting date of any awards granted in any prior year as to which all vesting conditions were satisfied during the applicable year. e. For 2022, the SCT Total Compensation of Dave Flitman was reduced by $9,938,757, reflecting the fair value as of December 31 of the prior year of any awards granted in any prior year as to which vesting conditions failed to be met during the applicable year. For purposes of the foregoing, the fair value of the stock awards at all applicable dates was calculated using the same methodology (including applicable assumptions) as used to account for share-based payments in the Company’s financial statements. The assumptions used in calculating the fair value of awards at the applicable dates did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table for the applicable year, except that (i) for 2025 CAP, the fair value calculations for PSUs granted in 2023 assumed a payout at 89% (based on actual payout amount as of the completion of all performance periods), and the fair value calculations for the PSUs granted in 2024 and 2025 assumed a payout at 0% and 36%, respectively, which was the probable outcome of the applicable performance conditions as of December 31, 2025, compared to the grant date fair value calculations of such PSUs, which assumed a payout at target, (ii) for 2024 CAP, the fair value calculations for PSUs granted in 2022 assumed a payout at 184.8% (based on actual payout amount as of the completion of all performance periods), (iii) for 2023 CAP, the fair value calculations for PSUs granted in 2021 assumed a payout at 165% (based on actual payout amount as of the completion of all performance periods), and the fair value calculations for the PSUs granted in 2022 and 2023 assumed a payout at 200%, which was the probable outcome of the applicable performance conditions as of December 31, 2023, compared to the grant date fair value calculations of such PSUs, which assumed a payout at target, (iv) for 2022 CAP, the fair value calculations for PSUs granted in 2020 assumed a payout at 220% (based on a maximum performance payout of 200% plus a 10% TSR modifier), the fair value calculations for the PSUs granted in 2021 assumed a payout at 150% for all NEOs except Mr. Rush, and the fair value calculations for the PSUs granted in 2021 to Mr. Rush assumed a payout at 120%, which was the probable outcome of the applicable performance conditions as of December 31, 2022, compared to the grant date fair value calculations of such PSUs, which assumed a payout at target, and (v) for 2021 CAP, the fair value calculations for PSUs granted in 2020 assumed a payout at 200%, which was the probable outcome of the applicable performance conditions as of December 31, 2021, compared to the grant date fair value calculations of such PSUs, which assumed a payout at target. For a discussion of the assumptions used to estimate the fair value of stock awards, please refer to the “Stock-Based Compensation” in Notes 2 and 10 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. 5. Dave Flitman was appointed as President effective January 1, 2021, and as Chief Executive Officer effective April 1, 2021. The amount for 2021 reflects Mr. Flitman’s total compensation in 2021. 6. Chad Crow served as President and Chief Executive Officer during the entirety of 2020, and as Chief Executive Officer from January 1, 2021 to March 31, 2021, and thereafter continued to serve as a consultant to the Company. The amount for 2021 reflects Mr. Crow’s total compensation for 2021. 7. The non-PEO NEOs in 2025 were Pete Beckmann, Executive Vice President and Chief Financial Officer, Steve Herron, Chief Operating Officer, Mike Hiller, Chief Talent Officer, and Gayatri Narayan, President – Technology and Digital Solutions. 8. The non-PEO NEOs in 2024 were Pete Beckmann, Executive Vice President and Chief Financial Officer, Steve Herron, Chief Operating Officer, Scott Robins, President – West Division, and Johnny Cope, President – Commercial Operations. 9. The non-PEO NEOs in 2023 were Peter Jackson, Executive Vice President and Chief Financial Officer, Steve Herron, Chief Operating Officer, Scott Robins, President – West Division, and Tim Johnson, Executive Vice President, General Counsel and Corporate Secretary. 10. The non-PEO NEOs in 2022 were Peter Jackson, Executive Vice President and Chief Financial Officer, Scott Robins, President – West Division, Mike Hiller, President – Central Division, and Tim Johnson, Executive Vice President, General Counsel and Corporate Secretary. 11. The non-PEO NEOs in 2021 were Peter Jackson, Executive Vice President and Chief Financial Officer, Scott Robins, President – West Division, Mike Farmer, President – Commercial Operations, and Tim Johnson, Executive Vice President, General Counsel and Corporate Secretary. We selected the S&P 600® Building Products Index (referred to herein as the “Index”) as our peer group for purposes of this disclosure. We also use the Index for purposes of the performance graph required by Item 201 of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2025.

  118. PAY VERSUS PERFORMANCE TABLE

    | BUILDERS FIRSTSOURCE, INC. | 68 | 2026 PROXY STATEMENT |

  119. KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE

    KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE The following table includes information regarding outstanding equity awards and shares available for future awards under the Prior Plan as of March 1, 2026 (and without giving effect to approval of the 2026 Equity Incentive Plan under this Proposal):

  120. KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE

    | | Prior Plan(1) | | Total shares underlying outstanding stock options and SARs | 4,490(2) | | Total shares underlying outstanding unvested time-based full value awards | 692,486 | | Total shares underlying outstanding unvested performance-based full value awards | 370,910(3) | | Total shares underlying all outstanding awards | 1,067,886 | | Total shares currently available for grant | 7,547,972(4) | | Common Stock outstanding as of March 1, 2026 | 110,609,208 | | Market price of Common Stock as of March 1, 2026 | $104.29 |

  121. KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE

    1. Includes information regarding all outstanding equity awards and shares available for future awards, which are all under the Prior Plan. As of March 1, 2026 (and as of the date of this Proxy Statement), no other predecessor plans had awards outstanding or shares available for future awards. 2. The weighted average exercise price and weighted-average remaining term of our outstanding stock options as of March 1, 2026 were $12.94 and 1.0 year, respectively. The Company had no SARs outstanding as of March 1, 2026. 3. Assumes performance-based awards will vest and pay out based on target performance levels being achieved. 4. Represents the total number of shares available under the Prior Plan. The Prior Plan terminates under its terms on May 25, 2026. The 2026 Equity Incentive Plan’s share authorization of 3,550,000 shares will be reduced for each share subject to an award granted under the Prior Plan after March 1, 2026 and prior to the Effective Date. As noted above, as of March 1, 2026, there were approximately 7,547,972 shares reserved and available for future awards under the Prior Plan. The 2026 Equity Incentive Plan authorizes 3,550,000 shares for future grants (representing approximately 3.2% of the Company’s outstanding shares as of March 1, 2026). In setting and recommending to stockholders the number of shares to authorize under the 2026 Plan, the Compensation Committee and the Board considered potential dilution from the 2026 Equity Incentive Plan, the expected duration of the 2026 Equity Incentive Plan's share pool, and the Company’s burn rate for the preceding three fiscal years. The aggregate shares shown in the table above (total shares underlying all outstanding awards) represent a fully-diluted overhang of approximately 1.0% based on the Company’s common shares outstanding as of March 1, 2026. If the 2026 Plan is approved, the additional 3,550,000 shares available for issuance would result in fully-diluted

  122. KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE

    | BUILDERS FIRSTSOURCE, INC. | 82 | 2026 PROXY STATEMENT |

  123. KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE

    overhang of 4.2%. The Company calculates the fully diluted “overhang” as the total of (a) shares underlying outstanding awards plus shares available for issuance under future equity awards, divided by (b) the total number of shares outstanding, shares underlying outstanding awards and shares available for issuance under future equity awards. When considering the share reserve for the 2026 Equity Incentive Plan, the Compensation Committee and the Board reviewed, among other things, the potential dilution to current stockholders as measured by burn rate and overhang, projected future share usage and projected future forfeitures. The Company’s burn rate averaged 0.49% of common shares outstanding over the last three years (2023-2025), as shown in the table below. The projected future usage of shares for long-term incentive awards under the 2026 Plan was reviewed under scenarios based on a variety of assumptions. Depending on assumptions, the share pool under the 2026 Plan is projected to satisfy the Company’s equity compensation needs for at least three to four years. The actual amount of time will vary depending on several factors, such as the Company’s future stock price, changes in participation, our hiring and promotion activity, future grant practices, award type mix and levels, competitive market practices, acquisitions and divestitures, and the rate of returned shares due to forfeitures, the need to attract, retain and incentivize key talent, the extent to which they provide for settlement in stock, and how the Company chooses to balance total compensation between cash and equity-based awards..

  124. KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE

    | Fiscal Year | 2023 | 2024 | 2025 | 3-Year Average | | Time-based RSUs granted | 515,000 | 280,000 | 500,000 | | | Performance-based awards granted | 183,000 | 86,000 | 183,000 | | | Total | 698,000 | 366,000 | 683,000 | | | Weighted-average common shares outstanding | 127,777,000 | 118,038,000 | 111,421,000 | | | Gross Burn Rate | 0.55% | 0.31% | 0.61% | 0.49% |

  125. KEY DATA RELATING TO OUTSTANDING EQUITY AWARDS AND SHARES AVAILABLE

    1. Total number of time-vesting restricted stock units and performance-based awards granted in each year divided by weighted average common shares outstanding.

  126. What are your voting choices for director nominees, and what vote is needed to elect directors?

    What are your voting choices for director nominees, and what vote is needed to elect directors? For the vote on the election of the six director nominees to serve until the 2027 annual meeting, stockholders may: ▪ vote in favor of all nominees, ▪ vote against all nominees, or ▪ vote in favor of specified nominees and against other specified nominees, or abstain from voting on all or certain specified nominees. At the annual meeting in 2026, directors will be elected by a majority of the votes cast in person or by proxy at the annual meeting. Each director nominee in 2026 has submitted an irrevocable resignation that will be effective upon the occurrence of (i) the failure of such director nominee to receive a majority of the votes cast and (ii) the acceptance of that resignation by the Board. Abstentions from voting have no effect on the outcome of such vote because the election of directors is determined on the basis of votes cast and abstentions are not counted as votes cast.

  127. What are your voting choices for director nominees, and what vote is needed to elect directors?

    | THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES. |

  128. What are your voting choices for director nominees, and what vote is needed to elect directors?

    What are your voting choices on the advisory vote to approve the 2025 compensation of the Corporation’s named executive officers, including the Corporation’s compensation practices and principles and their implementation? In the non-binding vote to approve the 2025 compensation of the Corporation’s named executive officers, including the Corporation’s compensation practices and principles and their implementation, as discussed and disclosed in this Proxy Statement, stockholders may: ▪ vote in favor of the proposal, ▪ vote against the proposal, or

  129. What are your voting choices for director nominees, and what vote is needed to elect directors?

    | BUILDERS FIRSTSOURCE, INC. | 95 | 2026 PROXY STATEMENT |

  130. What are your voting choices for director nominees, and what vote is needed to elect directors?

    This proposal requires the affirmative vote of a majority of the votes represented and entitled to vote at the annual meeting. Accordingly, abstentions have the effect of a vote “against” Proposal 2. This is an advisory vote, and, as such, is not binding on the Board or the Compensation Committee. However, the Board and the Compensation Committee will consider the results of the vote when setting the compensation of the Corporation’s executive officers in the future. What are your voting choices on the ratification of the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm, and what vote is needed to ratify their appointment? On the vote on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year 2026, stockholders may: ▪ vote in favor of the ratification, ▪ vote against the ratification, or ▪ abstain from voting on the ratification. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm will require the affirmative vote of a majority of the votes represented and entitled to vote at the annual meeting. Accordingly, abstentions will have the effect of a vote “against” Proposal 3. This vote is not binding on the Board or the Audit Committee.