QXO — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• QXO, Inc. (“QXO” or the “Company”) is the largest publicly-traded distributor of roofing, waterproofing and complementary building products in North America. The Company serves customers in all 50 states throughout the United States (the “U.S.”) and seven provinces in Canada. QXO plans to become the…

• Prior to the Beacon Acquisition (as defined below), QXO was primarily a technology solutions and professional services company, providing critical software applications, consulting and other professional services.

• On April 29, 2025 (the “Beacon Closing Date”), the Company completed its acquisition of Beacon Roofing Supply, Inc. (“Beacon”), pursuant to the Agreement and Plan of Merger, dated as of March 20, 2025 (the “Beacon Merger Agreement”), by and among QXO, Beacon, and Queen MergerCo, Inc., a Delaware cor…

• On April 1, 2026 (the “Kodiak Closing Date”), pursuant to the terms of the Agreement and Plan of Merger, dated as of February 10, 2026 (the “Kodiak Merger Agreement”), by and among QXO, Kodiak Building Partners, Inc., a Delaware corporation (“Kodiak”), Juno Merger Sub, Inc., a wholly-owned subsidiar…

• In connection with the closing of the Kodiak Acquisition, pursuant to the terms of the Investment Agreement, dated as of January 5, 2026 (as amended, the “Series C Investment Agreement”), between QXO and with AP Quince Holdings, L.P., a fund managed by affiliates of Apollo Global Management, Inc., a…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• Prior to the Beacon Acquisition (as defined below), QXO, Inc. (“QXO”, “we”, “our”, or the “Company”) was primarily a technology solutions and professional services company, providing critical software applications, consulting and other professional services, including specialized programming, traini…

• On March 20, 2025, QXO entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Beacon Roofing Supply, Inc., a Delaware corporation (“Beacon”), and Queen MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Merger Sub”), pursuant to which QXO agreed to acquir…

• QXO is the largest publicly-traded distributor of roofing, waterproofing, and complementary building products in North America. We plan to become the tech-enabled leader in the $800 billion building products distribution industry and generate outsized value for shareholders. We are executing our str…

• On February 10, 2026, QXO entered into an Agreement and Plan of Merger (the “Kodiak Merger Agreement”) with Kodiak Building Partners Inc., a Delaware corporation (“Kodiak”), Court Square Capital Partners, and Juno Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Juno Mer…

• On April 18, 2026, QXO entered into an Agreement and Plan of Merger (the “TopBuild Merger Agreement”) with TopBuild Corp., a Delaware corporation (“TopBuild”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a …

Text added vs the prior filing · source: 10-Q · 2026-08-14

• On April 1, 2026, we completed our acquisition of Kodiak Building Partners, Inc. (see Note 3 – Acquisitions of Item 1 of Part I, “Condensed Consolidated Financial Statements” of this Quarterly Report). We are currently integrating policies, processes, people, technology and operations for the combin…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• During the three months ended March 31, 2026, there were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text added vs the prior filing · source: 10-Q · 2026-08-14

• An inability to obtain the products that we distribute could result in lost revenues and reduced margins and damage relationships with customers.

• We distribute roofing materials and other complementary building products, such as siding and waterproofing, that are manufactured by a number of major suppliers. Disruptions in our sources of supply may occur as a result of various reasons, including unanticipated demand, production or delivery dif…

• When shortages occur, building material suppliers often allocate products among distributors, and sourcing materials from a limited number of suppliers can increase our risk. During the year ended December 31, 2025, we had three suppliers that each contributed 10% or more of total purchases and, in …

• A change in supplier pricing and demand could adversely affect our income and gross margins.

• Many of the products that we distribute are subject to price changes based upon manufacturers’ raw material costs, energy costs, labor costs, and tariffs as well as other manufacturer pricing decisions. For example, as a distributor of residential roofing supplies, our business is sensitive to aspha…

Text removed vs the prior filing · source: 10-Q · 2026-05-12

• The TopBuild Acquisition may not be completed within the expected timeframe, or at all, and the failure to complete the TopBuild Acquisition could impact our stock price and our future business and financial results.

• There can be no assurance that the TopBuild Acquisition will be completed in the expected timeframe, or at all. The TopBuild Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the TopBuild Acquisition, including the Stockholder Approvals. The…

• If the TopBuild Acquisition is not completed, our ongoing business and financial results may be adversely affected and we will be subject to a number of risks, including the following:

• •we have dedicated significant time and resources, financial and otherwise, in planning for the TopBuild Acquisition and the associated integration, of which we would lose the benefit if the TopBuild Acquisition is not completed;

• •we are responsible for certain transaction costs relating to the TopBuild Acquisition, whether or not the TopBuild Acquisition is completed;