UFP INDUSTRIES INC Stock Compensation Disclosure

H.COMMON STOCK

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

We maintain and administer our shareholder approved Director Compensation Plan. The Director Compensation Plan allows eligible members of the Board of Directors to defer the cash portion of their retainer and committee fees, credited in the form of stock units, and receive shares of our stock at the time of or following their retirement, disability or death. The number of shares to be received is equal to the amount of the cash portion of their retainer and committee fees deferred multiplied by 110%, divided by the fair market value of a share of our stock at the time of deferral. The number of units is increased by the amount of dividends paid on our common stock. The units are immediately vested as of the grant date, since they are considered payment for services rendered quarterly. We recognized expense for this plan of $1.7 million in 2025, $2.0 million in 2024, and $1.9 million in 2023. This plan also allows directors to defer payment of the annual retainer paid in the form of our common stock. The number of shares to be received for their portion of the retainer that is deferred is equal to the amount of shares plus the number of shares attributable to cash dividends payable on those deferred shares.

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

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

Below is a summary of common stock issuances for 2025 and 2024 (in thousands, except per share data):

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

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Under the Employee Stock Purchase Plan and LTSIP, we recognized share-based compensation expense of $37.8 million, $38.2 million, and $34.9 million and the related total income tax benefits of $9.3 million, $8.5 million, and $8.2 million in 2025, 2024 and 2023, respectively.

For the year-ended December 27, 2025, an estimated $11.5 million of share-based bonus awards will be awarded under the LTSIP in 2026 to qualified employees based on the Company’s 2025 performance. Awards granted generally vest after a period of five years from the grant date. In addition to the share-based bonus awards, we also issue performance units that entitle certain employees to receive shares of our common stock to the extent the metrics in those performance units are achieved over a three year period. An estimated $0.5 million of  performance units will be awarded in 2026. The number of shares and performance units awarded will be determined using the share price as of the grant date on February 19, 2026. As of December 27, 2025 and December 28, 2024, we recognized approximately $2.0 million and $2.9 million, respectively, of compensation expense related to share-based bonus awards and performance units for each of those respective performance years.‬

We have a Sales Incentive Plan for certain eligible employees. Under this plan, sales incentives are determined and calculated using a formula-based approach and estimated monthly based on specific performance metrics. This Plan places a cap on cash payments with the remaining earned incentive being settled in share-based awards. These awards generally vest after a period of five years from the grant date. For the year-ended December 27, 2025, there were no shares issued in 2026 for the 2025 performance year. As of December 28, 2024, we recognized approximately $0.3 million of compensation expense related to share-based sales incentive awards for that performance year.‬

In 2025, 2024 and 2023, cash received from share issuances under our plans was $2.5 million, $2.8 million and $2.7 million, respectively.

During 2025, we repurchased 4,498,835 shares of our common stock at an average share price of $98.39. During 2024, we repurchased approximately 1,409,266 shares of our common stock at an average share price of $113.53. On July 24, 2024, and announced July 30, 2024, our board authorized the repurchase of up $200 million of outstanding stock through July 31, 2025. This share repurchase authorization was subsequently increased by the board on April 23, 2025, from $200 million to $300 million worth of outstanding stock. Effective July 23, 2025, our board authorized the repurchase of up to $300 million worth of shares of outstanding stock through July 31, 2026. This share authorization supersedes and replaces our prior share repurchase authorizations. As of December 27, 2025, we had remaining authorization to repurchase up to $126 million worth of shares through July 31, 2026.