QXO — what changed in the latest 10-Q

Text added 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 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 …

• The TopBuild Acquisition is subject to a number of risks and uncertainties and there is no assurance that the TopBuild Acquisition will occur. See “Risks Related to the Proposed Acquisition of TopBuild” in Item 1A of Part II, “Risk Factors” of this Quarterly Report.

• Net sales for the three months ended March 31, 2026 increased to $1.73 billion compared to $13.5 million for the three months ended March 31, 2025. The increase in net sales was primarily driven by the Beacon Acquisition as Beacon’s net sales are included in net sales for the three months ended Marc…

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• 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…

• Net sales for the three months ended September 30, 2025 increased to $2.73 billion compared to $13.1 million for the three months ended September 30, 2024. The increase in net sales was primarily driven by the Beacon Acquisition as Beacon’s net sales are included in net sales for the three months en…

• The following table summarizes net sales by line of business for the periods presented:

• Net sales for the nine months ended September 30, 2025 increased to $4.65 billion compared to $42.1 million for the nine months ended September 30, 2024. The increase in net sales was primarily driven by the Beacon Acquisition as Beacon’s net sales for the period April 29, 2025 through September 30,…

• Cost of products sold for the three months ended September 30, 2025 increased to $2.09 billion, up from $7.6 million for the three months ended September 30, 2024. The comparative increase was primarily due to higher cost of products sold associated with increased net sales as a result of the Beacon…

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

• Our market risk disclosures set forth in Item 7A of Part II, “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 have not changed materially during the three months ended March 31, 2026.

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• We have operations principally within the U.S. and therefore have only minimal foreign currency exposure. We are exposed to market risks in the ordinary course of our business, including the effects of interest rate changes. Information relating to quantitative and qualitative disclosures about thes…

• Our cash equivalents consist primarily of demand and money market accounts and have an original maturity date of 90 days or less. The fair value of our cash and cash equivalents would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term natur…

Text added 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 removed vs the prior filing · source: 10-Q · 2025-11-06

• On April 29, 2025, we completed our acquisition of Beacon Roofing Supply, Inc. (see Note 3 – Acquisition to the accompanying unaudited condensed consolidated financial statements). We are currently integrating policies, processes, people, technology and operations for the combined company. Managemen…

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

• We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026, other than as set forth below.

• 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;

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• The following are important factors that could affect our business, financial condition or results of operations and could cause actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made…

• The Mandatory Convertible Preferred Stock and the Depositary Shares may adversely affect the market price of our common stock.

• The market price of our common stock is likely influenced by our outstanding Mandatory Convertible Preferred Stock and the Depositary Shares. The market price of our common stock could become more volatile and could be depressed by: (i) investors’ anticipation of the potential resale in the market o…

• Our common stock ranks junior to our Convertible Perpetual Preferred Stock and our Mandatory Convertible Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, winding-up or dissolution.

• Our common stock ranks junior to both our Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Convertible Preferred Stock”), and our Mandatory Convertible Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, winding-up or d…