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QXO, INC. (QXO)

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Business overview

Business Company QXO, Inc. (“QXO”, “we”, “our”, or the “Company”) was created to build a tech-forward leader in the approximately $800 billion building products distribution sector. The Company was formerly known as SilverSun Technologies, Inc. (“SilverSun”). On June 6, 2024, we changed the Company’s name from SilverSun to QXO. 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, including specialized programming, training and technical support to small and mid-size companies in the manufacturing, distribution and services industries.

On April 29, 2025, 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 “Merger Agreement”), by and among QXO, Beacon, and Queen MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Beacon (the “Beacon Acquisition”), with Beacon surviving as a wholly owned subsidiary of QXO and being renamed QXO Building Products, Inc. (“QXO Building Products”). QXO Building Products has served the building industry for over 95 years and operates approximately 600 branches throughout all 50 states in the U.S. and seven provinces in Canada.

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QXO Building Products offers an extensive range of high-quality professional grade exterior products and serves over 110,000 residential and non-residential customers. QXO Building Products’ scale and leading position in the roofing and complementary building products distribution market made it the ideal initial acquisition for QXO’s value creation playbook. As a result of the Beacon Acquisition, QXO has transitioned to a building products distribution company and is the largest publicly-traded distributor of roofing, waterproofing and complementary building products in North America. Our Industry Building Products Distribution Building products distribution is a large industry, with approximately $800 billion in annual revenue in 2024, split roughly equally between North America and Western Europe.

The industry is characterized by a mix of national, multi-regional and local distributors, with a fragmented customer base. Building products distribution benefits from powerful growth tailwinds. In the United States (the “U.S.”), we believe the supply of homes is approximately four million units short of demand. There are also strong tailwinds for residential repair and re-roofing (“R&R”) activity. The average age of an existing single-family home in the U.S. is over 40 years, which creates ongoing demand for repairs. In the non-residential space, the average structure is even older at over 50 years, requiring greater levels of ongoing maintenance and refurbishment.

Further, there is good visibility into infrastructure spending across North America and Europe. In North America alone, an additional $2 trillion of spending is expected to be required over the next two decades to keep the infrastructure safe. Building products distribution is an industry where scale offers key advantages. Larger distributors have greater purchasing power, which allows them to pass through higher cost savings to customers. Larger distributors also have the resources to invest in differentiating technology. These factors drive a virtuous cycle of market share gains and fixed cost leverage.

At the same time, the building products distribution industry is highly fragmented, with over 7,000 distributors in North America and approximately 13,000 in Europe. This fragmentation presents an attractive opportunity for consolidation in the industry. North American Roofing and Complementary Products Specialty distributors of roofing and complementary building products serve the critical role of facilitating supply chain relationships between a small number of manufacturers and thousands of local, regional and national contractors. The distributor is a value-added partner who can advise contractors on job-specific residential or commercial product bundles and provide last-mile delivery and logistics services. Distributors may also extend trade credit and use digital platforms to aid customers in optimizing their businesses.

We estimate the roofing distribution market and related complementary products in the U.S. and Canada to be an approximately $65 billion market. The core roofing market across residential and commercial roofing represents approximately $37 billion of annual sales, with a 3% to 5% long-term annual market growth outlook, according to a third-party industry report. Additionally, we believe the distribution market for complementary building products, including siding, waterproofing, plywood / oriented strand board (“OSB”) and windows and doors, represents approximately $28 billion in annual sales, according to our internal estimates. We believe that the market for these complementary products will grow faster than the rest of the roofing products industry at a rate of 4% to 6% per annum.

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Source: 10-K · Period ended December 31, 2025 · View report

Latest developments

Recent company filings, newest first. Excerpts retain the original wording.

August 24, 2026Management8-K

Changes to directors, officers or compensation

Original filing excerpt · Item 5.02, 8.01

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 21, 2026, QXO, Inc. (the “ Company ”) appointed Ken West as the Company’s President and Chief Operating Officer, effective as of September 1, 2026. Mr. West, age 49, brings more than 20 years of experience leading large, complex industrial businesses across operations, strategy, finance, and integration.

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He joins the Company from Honeywell Technologies (Nasdaq: HON), where he has served in numerous senior leadership roles, including President and Chief Executive Officer of Honeywell Process Technology from January 2026 to present; President and Chief Executive Officer of the company’s Energy and Sustainability Solutions segment from January 2024 to December 2025; President and Chief Executive Officer of Honeywell UOP, Honeywell Technologies’ refining and petrochemical technologies business, from July 2023 to December 2023; President of Honeywell Advanced Materials from January 2022 to July 2023; and Vice President and General Manager of Honeywell Fluorine Products from April 2021 to January 2022. Prior to joining Honeywell in 2018, Mr. West spent 13 years at PPG Industries, Inc.

(NYSE: PPG), where he served as Global Vice President of Packaging Coatings and held leadership roles in operations, integration, corporate planning and finance. No family relationships exist between Mr. West and any director or executive officer of the Company. There are no arrangements or understandings pursuant to which Mr. […]

Other Events. On August 24, 2026, the Company issued a press release announcing the appointment of Mr. West. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

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August 13, 2026Results8-K

Results of operations and financial condition

Original filing excerpt · Item 2.02

Results of Operations and Financial Condition. On August 13, 2026, QXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in

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of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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July 23, 2026Company update8-K

Other events

Original filing excerpt · Item 8.01

Other Events. On July 23, 2026, QXO, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-281084), filed with the SEC on July 29, 2024 (the “Registration Statement”), covering the resale by certain selling stockholders named therein of (i) 41,405,099 shares of the Company’s common stock (“Common Stock”) issuable upon the conversion of shares of the Company’s Series C Convertible Perpetual Preferred Stock (“Preferred Stock”) and (ii) 96,267 shares of Preferred Stock. The Prospectus Supplement was filed by the Company in satisfaction of its obligations to register the Preferred Stock and Common Stock pursuant to the Investment Agreement, dated as of January 5, 2026, among the Company and the investors party thereto.

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A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the shares is filed herewith as Exhibit 5.1 and is incorporated herein by reference, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

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July 9, 2026Disclosure8-K

Regulation FD disclosure

Original filing excerpt · Item 7.01

Regulation FD Disclosure. On July 9, 2026, QXO, Inc. (“QXO”) posted an investor Q&A on its website. A copy of the Q&A is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. In connection with posting the Q&A, QXO is also furnishing hereto as Exhibit 99.2 supplemental financial information with respect to its historical results. The information furnished in

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, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of QXO under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.

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July 1, 2026Contracts8-K

Entry into a material agreement

Original filing excerpt · Item 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 8.01

Entry into a Material Definitive Agreement.

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Term Loan Facility Amendment General On July 1, 2026, upon the consummation of the TopBuild Acquisition (as defined below), QXO Building Products, Inc., a Delaware corporation (the “ Borrower ” or the “ Issuer ”), entered into that certain Incremental Assumption and Amendment Agreement No. 2 (the “ Term Loan Amendment ”), by and among the Borrower, Queen HoldCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of QXO (“ Holdings ”), the Subsidiary Guarantors (as defined below), the lenders party thereto and the Goldman Sachs Bank USA, as administrative agent (in such capacity, the “ Administrative Agent ”), which amended that certain Term Loan Credit Agreement, dated as of April 29, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “ Term Loan Credit Agreement ”), by and among the Borrower, Holdings, the lenders party thereto and the Administrative Agent, which credit agreement originally provided for senior secured financing consisting of a term loan facility (the “ Existing Term Loan Facility ”).

Pursuant to the Term Loan Amendment, among other things, the Borrower incurred additional senior secured financing consisting of an incremental term loan facility (the “ Incremental Term Loan Facility ”) in an aggregate principal amount of $3.0 billion. […]

Completion of Acquisition or Disposition of Assets. On July 1, 2026, QXO completed the previously announced acquisition of TopBuild (the “ TopBuild Acquisition ”), pursuant to the Merger Agreement. On July 1, 2026, pursuant to the terms of the Merger Agreement, Titanium Merger Sub merged with and into TopBuild (the “ Titanium Merger ”), with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO and immediately thereafter, TopBuild merged with and into Forward Merger Sub (the “ Forward Merger ” and, together with the Titanium Merger, the “ Merger ”), with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.

At the effective time of the Titanium Merger, by virtue of the Titanium Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.01 per share, of TopBuild (“ TopBuild Shares ”) issued and outstanding immediately prior thereto (other than certain excluded shares, cancelled shares and dissenting shares) was converted into the right to receive, at the election of the holder and subject to proration as described in the Merger Agreement, one of the following forms of merger consideration: (i) an amount in cash equal to $505.00 per TopBuild Share (the “ Cash Consideration ”) or (ii) 20.200 shares of QXO common stock, par value $0.00001 per share (“ QXO Shares ”), per TopBuild Share (the “ Stock Consideration ”).

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do not purport to be complete and are qualified in their entirety by the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to QXO’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “ SEC ”) on April 20, 2026, and is incorporated by reference herein.

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information required by this

above and is hereby incorporated by reference in response to this Item.

Material Modification to Rights of Security Holders. On July 1, 2026, QXO filed a certificate of amendment (the “ Amendment ”) to the Company’s certificate of designations for the Company’s Series C Convertible Perpetual Preferred Stock (the “ Series C Preferred Stock ”) with the Secretary of State of the State of Delaware. The Amendment increased the number of authorized shares of Series C Preferred Stock from 200,000 shares to 300,000 shares. The Amendment became effective upon filing. 2 The foregoing description of the terms of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Changes to the Board of Directors In connection with the Merger, the Board of Directors of QXO (the “ Board ”) appointed Alec Covington as a director of QXO, effective as of the effective time of the Titanium Merger. The Board has not yet determined on which committee Mr. Covington will serve. On June 29, 2026, Jared Kushner notified the Board of his intent to resign from his position as a member of the Board to focus on other commitments, effective July 1, 2026. The decision by Mr.

Kushner to resign from the Board was not the result of any disagreement with QXO on any matter regarding QXO’s operations, policies or practices. The appointment of Mr. Covington was made pursuant to the requirements of the Merger Agreement but was not otherwise made pursuant to any arrangement or understanding with any other person, and he has not entered into (or proposed to enter into) any transactions required to be reported under Item 404(a) of Regulation S-K. Mr. Covington will receive the standard annual Board compensation for non-employee directors for 2026 (pro-rated based on the effective date of his appointment). Mr.

Covington does not have any family relationship with QXO’s directors or executive officers or any persons nominated or chosen by QXO to be a director or executive officer. Mr. […]

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under

of this Current Report on Form 8-K is hereby incorporated by reference in this

On July 1, 2026, QXO filed an amendment to QXO’s fifth amended and restated certificate of incorporation (the “ Charter Amendment ”), effective as of such date, increasing the number of authorized QXO Shares from 2,000,000,000 to 4,000,000,000. As previously announced, the amendment was approved by QXO’s stockholders at QXO’s special meeting of stockholders held on June 29, 2026. The foregoing description is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed hereto as Exhibit 3.2 and is incorporated by reference.

Regulation FD Disclosure. On July 1, 2026, QXO issued a press release announcing the consummation of the TopBuild Acquisition and related transactions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished in

, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of QXO under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Other Events. On July 1, 2026, in connection with the consummation of the TopBuild Acquisition, the Issuer, as issuer, Wilmington Trust, National Association, as trustee, Forward Merger Sub and certain of its subsidiaries (the “ TopBuild Guarantors ”) and certain of the Issuer’s subsidiaries (the “ QXO Guarantors ” and, together with the TopBuild Guarantors, the “ Subsidiary Guarantors ”) entered into a supplemental indenture (the “ Supplemental Indenture ”) to the indenture, dated as of June 17, 2026, between the Issuer and Wilmington Trust, National Association, as trustee (the “ Indenture ”), governing the Issuer’s previously issued $1,500.0 million aggregate principal amount of 6.500% Senior Notes due 2031 (the “ 2031 Notes ”) and $1,500.0 million aggregate principal amount of 6.875% Senior Notes due 2034 (the “ 2034 Notes ” and, together with the 2031 Notes, the “ Notes ”).

Pursuant to the Supplemental Indenture, the Subsidiary Guarantors agreed to guarantee the Issuer’s obligations as issuer under the Indenture and the Notes. The description of the terms of the Indenture and the Notes is incorporated herein by reference to QXO’s Current Report on Form 8-K, filed with the SEC on June 17, 2026. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference. […]

of Form 8-K. QXO agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request. 5

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June 30, 2026Company update8-K

Other events

Original filing excerpt · Item 8.01

Other Events. Tender Offers and Consent Solicitations On June 30, 2026, QXO, Inc., a Delaware corporation (“QXO”), issued a press release announcing the final results of the previously announced tender offers and consent solicitations (collectively, the “Tender Offers and Consent Solicitations”) by QXO’s wholly-owned subsidiary, Titanium MergerCo, Inc., a Delaware corporation, for the (i) $500.0 million aggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) $750.0 million aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (the “2034 Notes” and, together with the 2032 Notes, the “Tender Offer Notes”) of TopBuild Corp. (“TopBuild”). The Tender Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on June 29, 2026 (the “Tender Offer Expiration Date”).

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No tenders submitted after the Tender Offer Expiration Date are valid. QXO announced that $497,723,000 in aggregate principal amount of the 2032 Notes, equal to 99.54% of the outstanding amounts of such notes, and $748,093,000 in aggregate principal amount of the 2034 Notes, equal to 99.75% of the outstanding amounts of such notes, were validly tendered (and not validly withdrawn) as of the Tender Offer Expiration Date. […]

TopBuild Stockholder Election Results On June 30, 2026, QXO and TopBuild issued a joint press release announcing the results of the election by TopBuild stockholders regarding the form of merger consideration they wish to receive in connection with QXO’s acquisition of TopBuild. A copy of the joint press release announcing the TopBuild stockholder election results is attached as Exhibit 99.2 hereto and is incorporated herein by reference. Cautionary Statement Regarding Forward-Looking Information This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements.

These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. […]

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June 29, 2026Shareholders8-K

Shareholder voting results

Original filing excerpt · Item 5.07, 7.01

Submission of Matters to a Vote of Security Holders. As previously announced, on April 18, 2026, QXO, Inc., a Delaware corporation (“QXO”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TopBuild Corp., a Delaware corporation (“TopBuild”), Titanium MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of QXO (“Forward Merger Sub”). The Merger Agreement provides that, among other things, and subject to the satisfaction or waiver of certain customary conditions set forth therein, (i) Titanium Merger Sub will merge with and into TopBuild (the “Titanium Merger”), with TopBuild surviving as a wholly owned subsidiary of QXO, and (ii) immediately following the Titanium Merger, TopBuild will merge with and into Forward Merger Sub (the “Forward Merger” and, together with the Titanium Merger, the “Merger”), with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.

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On June 29, 2026, QXO held a virtual special meeting of its stockholders (the “Special Meeting”) to vote upon (i) a proposal to approve the issuance of shares of QXO’s common stock, par value of $0.00001 per share (“Common Stock”), constituting the stock consideration to be issued to stockholders of TopBuild in the Titanium Merger as contemplated by the Merger Agreement (the “QXO Share Issuance Proposal”) and (ii) a proposal to approve an amendment of QXO’s fifth amended and restated certificate of incorporation to increase the number […]

Regulation FD Disclosure. On June 29, 2026, QXO and TopBuild issued a joint press release announcing the final results of the voting at their respective special meetings of stockholders each held on June 29, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished in

, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of QXO under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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June 22, 2026Company update8-K

Other events

Original filing excerpt · Item 8.01

Other Events. As previously disclosed, on April 18, 2026, QXO, Inc., a Delaware corporation (“QXO”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TopBuild Corp., a Delaware corporation (“TopBuild”), Titanium MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of QXO (“Forward Merger Sub”), pursuant to which, among other things, and subject to the satisfaction or waiver of certain customary conditions set forth therein, (i) Titanium Merger Sub will be merged with and into TopBuild (the “Titanium Merger”), with TopBuild surviving the Titanium Merger as a wholly owned subsidiary of QXO and (ii) immediately thereafter, TopBuild will be merged with and into Forward Merger Sub (the “Forward Merger” and, together with the Titanium Merger, the “Mergers”), with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.

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In connection with the Mergers, on May 18, 2026, QXO filed a registration statement on Form S-4 (File No. 333-295973) (as amended on May 29, 2026, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”). On May 29, 2026, the Registration Statement was declared effective by the SEC. […]

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June 17, 2026Contracts8-K

Entry into a material agreement

Original filing excerpt · Item 1.01, 2.03, 8.01

Entry into a Material Definitive Agreement. General On June 17, 2026, QXO Building Products, Inc. (the “Issuer”), a wholly owned subsidiary of QXO, Inc. (“QXO”), completed the previously announced sale of $1,500.0 million of the Issuer’s 6.500% Senior Notes due 2031 (the “2031 Notes”) and $1,500.0 million of the Issuer’s 6.875% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) in a private offering (the “Offering”) exempt from the registration requirements of the Securities Act of 1933, as amended. The Offering was conducted in connection with the financing of the Company’s previously announced proposed acquisition (the “TopBuild Acquisition”) of TopBuild Corp.

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At the closing of the Offering, the gross proceeds from the Offering (the “Proceeds”) were placed into a segregated escrow account (the “Escrow Account”) where they will be held, together with certain other funds, securities, interest, dividends, distributions and other property and payments credited to the Escrow Account for the benefit of the holders of the Notes (collectively, the “Escrowed Property”) pending the consummation of the TopBuild Acquisition or in connection with a Special Mandatory Redemption (as defined below), as applicable. The Notes were issued pursuant to an Indenture, dated as of June 17, 2026 (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”). Maturity and Interest Payments The 2031 Notes will mature on July 15, 2031.

The 2034 Notes will mature on July 15, 2034. […]

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information required by this

above and is hereby incorporated by reference in response to this Item.

Other Events. In connection with the offering of the Notes, QXO disclosed certain information to prospective investors in the offering memorandum, dated June 3, 2026, excerpts of which are filed as Exhibit 99.1 hereto.

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June 12, 2026Company update8-K

Other events

Original filing excerpt · Item 8.01

Other Events. Tender Offers and Consent Solicitations On June 12, 2026, QXO, Inc., a Delaware corporation (the “ Company ” or “ QXO ”), issued a press release announcing the early tender results of the previously announced tender offers and consent solicitations (collectively, the “ Tender Offers and Consent Solicitations ”) by the Company’s wholly-owned subsidiary, Titanium MergerCo, Inc., a Delaware corporation (the “ Offeror ”), for the (i) $500.0 million aggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “ 2032 Notes ”) and (ii) $750.0 million aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (the “ 2034 Notes ” and, together with the 2032 Notes, the “ Tender Offer Notes ”) of TopBuild Corp.

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(“ TopBuild ”). The Tender Offers and Consent Solicitations are being conducted in connection with the Company’s pending acquisition of TopBuild (the “ TopBuild Acquisition ”). The Company announced that $497,723,000 in aggregate principal amount of the 2032 Notes, equal to 99.54% of the outstanding amounts of such notes, and $747,893,000 in aggregate principal amount of the 2034 Notes, equal to 99.72% of the outstanding amounts of such notes, were validly tendered prior to 5:00 p.m., New York City time, on June 11, 2026 (the “ Early Tender Deadline ”) and not validly withdrawn prior to 5:00 p.m., New York City time, on June 11, 2026 (the “ Withdrawal Deadline ”).

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Forward-Looking Statements This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms.

Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed TopBuild Acquisition may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed acquisition, including the risk that the required shareholder approvals may not be obtained; […]

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June 4, 2026Company update8-K

Other events

Original filing excerpt · Item 8.01

Other Events. On June 4, 2026, QXO, Inc. (“QXO”) and TopBuild Corp. (“TopBuild”) issued a joint press release (the “Joint Press Release”) announcing that the deadline for TopBuild stockholders of record to elect the form of consideration that they wish to receive in connection with the acquisition of TopBuild by QXO is 5:00 p.m., Eastern Time on June 29, 2026. A copy of the Joint Press Release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Cautionary Statement Regarding Forward-Looking Information This communication contains forward-looking statements.

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Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms.

Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. […]

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June 4, 2026Disclosure8-K

Regulation FD disclosure

Original filing excerpt · Item 7.01

Regulation FD Disclosure. On June 3, 2026, QXO, Inc. (“QXO”) announced that its wholly owned subsidiary, QXO Building Products, Inc., priced its offering of $1,500.0 million of 6.500% Senior Notes due 2031 (the “2031 Notes”) and $1,500.0 million of 6.875% Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) at an issue price of 100%. The offering is expected to close on June 17, 2026, subject to customary closing conditions. The Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act, subject to market and other conditions.

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A copy of the press release announcing the pricing of the offering is furnished as Exhibit 99.1 hereto. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. The information furnished in

, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of QXO under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing. Cautionary Statement Regarding Forward-Looking Statements This report contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals and the expected closing date of the offering, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them.

In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild Corp. (“TopBuild”) may not be completed on the anticipated terms in a timely manner or at all; […]

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June 2, 2026Disclosure8-K

Regulation FD disclosure

Original filing excerpt · Item 7.01

Regulation FD Disclosure. On June 2, 2026, QXO, Inc. (“QXO”) announced a proposed private offering of $1,500.0 million Senior Notes due 2031 (the “2031 Notes”) and $1,500.0 million Senior Notes due 2034 (the “2034 Notes” and, together with the 2031 Notes, the “Notes”) by QXO Building Products, Inc., its wholly owned subsidiary, to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act, subject to market and other conditions. A copy of the press release announcing the offering of the Notes is furnished as Exhibit 99.1 hereto.

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This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. In connection with the offering of the Notes, QXO is disclosing certain information to prospective investors in a preliminary offering memorandum dated June 2, 2026, excerpts of which are furnished as Exhibit 99.2 hereto. The information furnished in

, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing of QXO under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such filing.

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May 29, 2026Company update8-K

Other events

Original filing excerpt · Item 8.01

Other Events.

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Tender Offers and Consent Solicitations On May 29, 2026, QXO, Inc., a Delaware corporation (the “ Company ” or “ QXO ”), issued a press release announcing that its wholly-owned subsidiary, Titanium MergerCo, Inc., a Delaware corporation (the “ Offeror ”), has commenced tender offers to purchase for cash any and all of TopBuild Corp.’s (“ TopBuild ”) $500.0 million aggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “ 2032 Notes ”) and any and all of TopBuild’s $750.0 million aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (the “ 2034 Notes ”) and solicitations of consents to amend certain provisions of the indentures governing the 2032 Notes and 2034 Notes (the “ Tender Offer Proposed Amendments ”) to (i) eliminate the requirement to make a “Change of Control Offer” for the related 2032 Notes and 2034 Notes in connection with the Company’s acquisition of TopBuild and future transactions, (ii) eliminate substantially all of the restrictive covenants in the applicable Indenture and the 2032 Notes and 2034 Notes, (iii) eliminate certain conditions to legal defeasance and covenant defeasance in the applicable Indenture and the 2032 Notes and 2034 Notes and (iv) eliminate all events of default other than events of default relating to the failure to pay principal of and interest on the 2032 Notes and 2034 Notes (collectively, the “ Tender Offers ”).

[…]

Forward-Looking Statements This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the closing of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms.

Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed acquisition, including the risk that the required shareholder approvals may not be obtained; […]

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May 18, 2026Company update8-K

Other events

Original filing excerpt · Item 8.01

Other Events. As previously reported, (i) on April 29, 2025, QXO, Inc., a Delaware corporation (“QXO”), completed the acquisition (the “Beacon Acquisition”) of QXO Building Products, Inc., a Delaware corporation formerly known as Beacon Roofing Supply, Inc.

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(“QXO Building Products”), pursuant to the Agreement and Plan of Merger, dated as of March 20, 2025, by and among QXO, QXO Building Products and Queen MergerCo, Inc., (ii) on April 1, 2026, QXO completed the acquisition (the “Kodiak Acquisition”) of Kodiak Building Partners Inc., a Delaware corporation (“Kodiak”), pursuant to the Agreement and Plan of Merger, dated as of February 10, 2026, by and among QXO, Kodiak, Juno Merger Sub, Inc. and CSC Shareholder Services LLC and (iii) on April 20, 2026, QXO entered into an Agreement and Plan of Merger with TopBuild Corp., a Delaware corporation (“TopBuild”), Titanium MergerCo, Inc. and Titanium MergerCo 2, LLC, pursuant to which QXO agreed to acquire TopBuild (the “TopBuild Acquisition” and, together with the Beacon Acquisition and the Kodiak Acquisition, the “Acquisitions”).

This Current Report on Form 8-K is being filed in connection with the TopBuild Acquisition to provide (i) the audited and unaudited consolidated financial statements of Kodiak, (ii) the audited and unaudited consolidated financial statements of TopBuild, (iii) the unaudited combined pro forma financial information for QXO, QXO Building Products, Kodiak and TopBuild (collectively, the “Companies”), in each case as described below, and (iv) the consents of KPMG LLP, Kodiak’s independent auditor, and PricewaterhouseCoopers LLP, TopBuild’s independent registered public accounting firm. […]

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May 12, 2026Results8-K

Results of operations and financial condition

Original filing excerpt · Item 2.02

Results of Operations and Financial Condition. On May 12, 2026, QXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in

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of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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Latest results

10-Q Period ended: June 30, 2026 Filed: August 14, 2026View report

Original excerpts. Reporting periods, units and comparisons are retained in the text.

Revenue

Management’s Discussion and Analysis of Financial Condition and Results of Operations Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented.

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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 tech-enabled leader in the $800 billion building products distribution industry and is targeting $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth. 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 corporation and wholly-owned subsidiary of QXO (“Beacon Merger Sub”).

Cash flow & liquidity

In general, we expect our net sales and net income to be the highest in quarters ending June 30, September 30, and December 31, which represent the peak months of construction and re-roofing. Conversely, we expect low net income levels or net losses in quarters ending March 31, when winter construction cycles and cold weather patterns have an adverse impact on our customers’ ability to conduct their business. Liquidity and Capital Resources The Company’s total liquidity was $4.70 billion as of June 30, 2026, consisting of $1.93 billion of availability under our ABL Facility and $2.77 billion of unrestricted cash on hand. In addition, we may choose to raise additional funds at any time through equity or debt financing arrangements, which may or may not be needed for additional working capital, acquisitions or other strategic investments.

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We continually evaluate our liquidity requirements considering our operating needs, growth initiatives and capital resources. Our primary sources of liquidity are cash on the balance sheet, cash generated by operations and availability under the ABL Facility (as defined below). Our primary uses of cash are working capital requirements, debt service requirements and capital expenditures. We believe that our existing liquidity and sources of capital are sufficient to support our operations over the next 12 months. From time to time, depending upon market and other conditions, as well as upon our cash balances and liquidity, we, our subsidiaries or our affiliates may acquire our outstanding debt securities or our other indebtedness through open market purchases, privately negotiated transactions, tender offers, redemption or otherwise, upon such terms and at such prices as we, our subsidiaries or our affiliates may determine for cash […]

Management commentary

Management’s Discussion and Analysis of Financial Condition and Results of Operations Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented.

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Our unaudited condensed consolidated financial statements would be affected to the extent that there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and notes appearing elsewhere in this report. Overview 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 tech-enabled leader in the $800 billion building products distribution industry and is targeting $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth. 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 corporation and wholly-owned subsidiary of QXO (“Beacon Merger Sub”).

Pursuant to the terms of the Beacon Merger Agreement, Beacon Merger Sub merged with and into Beacon (the “Beacon Acquisition”), with Beacon surviving as a wholly-owned subsidiary of QXO and being renamed QXO Building Products, Inc. (“QXO Building Products”), and the Company completed its acquisition of Beacon for a net purchase price of $10.64 billion. Recent Developments Acquisition of Kodiak 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 subsidiary of QXO (“Kodiak Merger Sub”), and CSC Shareholder Services LLC, in its capacity as shareholder representative, Kodiak Merger Sub merged with and into Kodiak (the “Kodiak Acquisition”), with Kodiak surviving as an indirect, wholly-owned subsidiary of QXO.

The Company completed its acquisition of Kodiak for a net purchase price of $2.22 billion. 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., and the other investors party thereto (collectively, the “Series C Investors”), the Company issued 200,000 shares of Series C Preferred Stock (as defined below) to the Series C Investors for $2.0 billion in gross proceeds, which was used to fund a portion of the Kodiak Acquisition. The remaining purchase price was financed through the issuance of 13.3 million shares of QXO common stock to Kodiak equityholders.

Acquisition of TopBuild On July 1, 2026 (the “TopBuild Closing Date”), pursuant to the terms of the Agreement and Plan of Merger, dated as of April 18, 2026 (the “TopBuild Merger Agreement”), by and among QXO, TopBuild Corp. […]

Key risks

Annual risk disclosures

10-K Period ended: December 31, 2025 Filed: February 27, 2026View report

Risk Factors 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 in this Annual Report, our other filings with the SEC or in presentations such as webcasts open to the public. You should carefully consider the following factors in conjunction with this Annual Report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 – Part II and our consolidated financial statements and related notes in Item 8 – Part II. The risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition or results of operations. If any of the following risks actually occur, or other risks that we are not aware of become material, our business, financial condition, results of operations and future prospects could be materially and adversely affected. Unless otherwise indicated or the context otherwise requires, references in this section to historical results, risks and impacts to the business are with respect to Beacon and its consolidated subsidiaries prior to the Beacon Acquisition. Risks Related to Product Supply and Vendor Relations An inability to obtain the products that we distribute could result in lost revenues and reduced margins and damage relationships with customers.

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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 difficulties, the loss of key supplier arrangements, or broad disruptive events (whether globally, in the U.S., or abroad), such as wars, terrorist actions, cybersecurity attacks or other technological disruptions with respect to manufacturers or the material vendors we rely on, trade disputes, labor disputes, changes in regulation, macroeconomic events, government shutdowns, natural disasters, including those that may be linked to climate change, and/or a pandemic. 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 total, represented nearly 35% of total purchases. Although we believe that our relationships with our suppliers are strong and that we would have access to similar products from competing suppliers should products be unavailable from current sources, any supply shortage, particularly of the most commonly sold items, could result in a loss of revenues and reduced margins and damage our reputation and relationships with customers. 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 asphalt prices, which are highly volatile and often linked to oil prices, as oil is a significant input in asphalt production. Shingle prices have been volatile in recent years, partly due to volatility in asphalt prices. Other products we distribute, such as plywood and OSB, experienced price volatility largely due to supply and demand imbalances in recent years. In addition to the rising costs of commodities and raw materials, supplier pricing and demand can also be affected by inflationary pressures and other conditions that make it more costly for our suppliers to distribute their products to us, such as fuel shortages, fuel cost increases, or labor shortages.

We may also experience price volatility related to the implementation of tariffs on imported steel or other products. For example, certain of our vendors use steel as a product input, and they may increase prices as a result of tariffs incurred or the overall impact of tariffs on domestic steel prices. Historically, we have generally been able to pass increases in prices on to our customers. Although we often are able to pass on manufacturers’ price increases, our ability to pass on increases in costs in a timely fashion depends on the competitiveness of pricing environments and other market conditions. […]

Quarterly risk disclosures

10-Q Period ended: June 30, 2026 Filed: August 14, 2026View report

The quarterly report's own risk disclosure is shown below. No changes have been inferred by comparing reports.

Risk Factors 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. Risks Related to Product Supply and Vendor Relations 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 difficulties, the loss of key supplier arrangements, or broad disruptive events (whether globally, in the United States, or abroad), such as wars, terrorist actions, cybersecurity attacks or other technological disruptions with respect to manufacturers or the material vendors we rely on, trade disputes, labor disputes, changes in regulation, macroeconomic events, government shutdowns, natural disasters, including those that may be linked to climate change, and/or a pandemic. When shortages occur, building material suppliers often allocate products among distributors, and sourcing materials from a limited number of suppliers can increase our risk.

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During the year ended December 31, 2025, we had three suppliers that each contributed 10% or more of total purchases and, in total, represented nearly 35% of total purchases. Although we believe that our relationships with our suppliers are strong and that we would have access to similar products from competing suppliers should products be unavailable from current sources, any supply shortage, particularly of the most commonly sold items, could result in a loss of revenues and reduced margins and damage our reputation and relationships with customers. 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 asphalt prices, which are highly volatile and often linked to oil prices, as oil is a significant input in asphalt production. Shingle prices have been volatile in recent years, partly due to volatility in asphalt prices. Other products we distribute, such as plywood and OSB, experienced price volatility largely due to supply and demand imbalances in recent years. In addition to the rising costs of commodities and raw materials, supplier pricing and demand can also be affected by inflationary pressures and other conditions that make it more costly for our suppliers to distribute their products to us, such as fuel shortages, fuel cost increases, or labor shortages.

We may also experience price volatility related to the implementation of tariffs on imported steel or other products. For example, certain of our vendors use steel as a product input, and they may increase prices as a result of tariffs incurred or the overall impact of tariffs on domestic steel prices. Historically, we have generally been able to pass increases in prices on to our customers. Although we often are able to pass on manufacturers’ price increases, our ability to pass on increases in costs in a timely fashion depends on the competitiveness of pricing environments and other market conditions. By contrast, the inability to pass along cost increases or a delay in doing so could result in lower operating margins.

In addition, higher prices could impact demand for these products, resulting in lower sales volumes. A change in vendor rebates could adversely affect our income and gross margins. The terms on which we purchase products from many of our vendors entitle us to receive a rebate based on the volume of our purchases. These rebates effectively reduce our costs for products. Vendors may adversely change the terms of some or all of these programs for a variety of reasons, including if market conditions change. Although these changes would not affect the net recorded costs of product already purchased, it may lower our gross margins on products we sell and therefore the income we realize on such sales in future periods.

54 Risks Related to Acquisitions and our Growth Strategy We may not be able to identify potential acquisition targets or successfully complete acquisitions on acceptable terms, which could slow our inorganic growth rate. […]

Annual report details

Read annual management analysis & tone analysis
10-K Period ended: December 31, 2025 Filed: February 27, 2026View report

Annual MD&A Tone Analysis

-20.0
4 · 40.0%Positive terms
6 · 60.0%Negative terms
748Analyzed annual MD&A words

Only the extracted annual management discussion is evaluated using dictionary version 1.1. Score = (positive − negative) ÷ matched terms × 100. Quarterly reports and current filings are excluded. This lexical measure does not assess financial health and may not fully capture context or negation.

of Part II, “Management’s Discussion and Analysis of Analysis of Financial Condition and Results of Operations” for additional details regarding such indebtedness.

Our high level of debt could have important consequences, including: • making it more difficult for us to satisfy our obligations with respect to our debt and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing other indebtedness; • requiring us to dedicate a substantial portion of our cash flow from operations to the payment of interest and the repayment of our indebtedness, thereby reducing funds available to us for other purposes; • limiting our ability to obtain additional financing to fund future working capital, capital expenditures, business development or other general corporate requirements, including dividends, if and when declared by our Board; • increasing our vulnerability to general adverse economic and industry conditions; • making us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage; • restricting us from making strategic acquisitions, engaging in development activities or exploiting business opportunities; • causing us to make non-strategic divestitures; • exposing us to the risk of increased interest rates as certain of our borrowings are and may in the future be at variable rates of interest; • limiting our flexibility in planning for and reacting to changes in our industry; • impacting our effective tax rate; and • increasing our cost of borrowing.

In addition, the credit agreements governing the Credit Facilities and the Indenture contain restrictive covenants that limit the ability of the Credit Parties to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our indebtedness. We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy the obligations of the Credit Parties under our indebtedness, which may not be successful. Our ability to make scheduled payments on or refinance the debt obligations of the Credit Parties depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control.

We may be unable to maintain a level of cash flows from operating activities sufficient to permit the Credit Parties to pay the principal and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund the debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, or to dispose of material assets or operations, alter our dividend policy, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet the scheduled debt service obligations.

The instruments governing our indebtedness restrict our ability to dispose of assets and restrict the use of proceeds from those dispositions and also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations when due. 16 Our inability to generate sufficient cash flows to satisfy the debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, may materially adversely affect our business, financial condition and results of operations and our ability to satisfy our obligations under our indebtedness or pay dividends on our common stock.

Our debt agreements contain restrictions that limit our flexibility in operating our business. The credit agreements that govern the Credit Facilities and the Indenture contain, and any other existing or future indebtedness of ours would likely contain, a number of covenants that impose significant operating and financial restrictions on us, through the Credit Parties, including restrictions on the ability of the Credit Parties to, among other things: • incur additional debt, guarantee indebtedness or issue certain preferred shares; • pay dividends on or make distributions in respect of, or repurchase or redeem, our capital stock or make other restricted payments; […]

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