QXO Inc.
11/13/2026 | Press release | Distributed by Public on 11/13/2026 06:02
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
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. 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," the "Company" or "we") is a leading distributor and installer of building products in North America. 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.
Our acquisitions of Beacon, Kodiak and TopBuild have expanded our scale, product and service offerings, geographic reach and customer base. In North America, we are the largest distributor and installer of insulation, the second-largest distributor of roofing products, the second-largest publicly traded distributor of lumber and building materials, and the largest distributor of waterproofing products.
Our 28,000 employees serve approximately 194,000 customers, through a network of 1,150 branches in all 50 states throughout the United States (the "U.S.") and seven provinces in Canada, including residential, commercial, and industrial general contractors, subcontractors of all types including roofing, insulation, and framing, as well as local, regional, and production homebuilders.
Our Strategy
We plan to become the tech-enabled leader in the $800 billion building products distribution and installation industry and are targeting $50 billion in annual revenues within the next decade through accretive acquisitions, including tuck-in acquisitions with the potential for significant bottom-line contributions, and organic growth initiatives. Our growth initiatives are focused on pricing and procurement, cross-selling, private label expansion, branch operations and technology and digital capabilities.
We believe stronger pricing, increased cross-selling, greater customer engagement and improved service execution are driving accelerating sales trends and profitable market share gains. Our organic daily revenue trends have improved for the second consecutive quarter. Our goal is to grow Adjusted EBITDA (as defined below) to $4 billion by 2030, before additional acquisitions, reflecting market growth, share gains, productivity improvements and synergies as we integrate Kodiak and TopBuild. In addition, we believe there will continue to be opportunities to purchase small businesses on accretive terms. Between now and 2030, acquisitions that we can fund with our internally generated cash flow could contribute up to approximately $1.5 billion of additional Adjusted EBITDA, taking the total Adjusted EBITDA opportunity to approximately $5.5 billion by 2030. Our operations are highly cash-generative, with no significant debt maturities prior to 2031, a capital structure with limited financial maintenance covenants and over $2 billion of available liquidity, and more than half of our debt is fixed rate. We have substantial flexibility to invest in organic growth and pursue attractive acquisitions.
Pricing and Procurement. Our pricing to customers is a major lever for us. We are strengthening pricing discipline through enhanced tools, management oversight and incentives, including tighter controls over excessive price overrides. Our goal is to price intelligently and consistently, in a way that is fair to our customers and to QXO. We believe improved pricing realization is supported by broader product offerings, greater product availability, faster and better customer service and more reliable deliveries, while more consistent pricing practices help us achieve appropriate returns. We generated significant improvements in year-over-year pricing in the third quarter despite the current soft environment. Further opportunities include improving commercial-deal pricing, updating customer-specific prices and linking quoting decisions more closely to customer profitability. We are also extending sophisticated pricing analytics into the acquired businesses.
Procurement is another major lever for us. Across Beacon, Kodiak and TopBuild, our current purchasing represents approximately $12 billion of spend, including approximately $11 billion in direct products and materials and more than $1.1 billion in indirect goods and services. We have largely centralized procurement and established centralized category leadership, and are bringing that purchasing scale together across the businesses. We have approximately $7.6 billion of spend with suppliers serving at least two of our three acquired businesses, including over 1,000 direct suppliers and approximately 200 indirect suppliers. Within that overlap, approximately $5.1 billion is with suppliers serving all three acquired businesses. These existing relationships create opportunities to align pricing, rebates and contract terms and negotiate using our combined purchasing volume. We are pursuing purchasing efficiencies by consolidating our supplier base around strategic partners that provide value to our customers and support our growth,
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as well as through coordinated negotiations, stronger rebate capture and wider adoption of common purchasing agreements. Our goal is to reward strategic supplier partners with more of our purchases, allowing them to rapidly grow with us and helping us improve cost, product availability and service, increasing the value we can add to customers. We have already realized procurement synergies across a number of indirect categories, including fleet, technology and waste disposal. Internal sourcing is also creating value by enabling our businesses to purchase products from one another, reducing reliance on third-party suppliers and retaining more margin within the Company.
Cross-selling. Cross-selling is a key focus as we continue to integrate the three companies we acquired. We have approximately 194,000 unique customers, and almost none of them buy our full product offering. We already have relationships with these customers and, in many cases, we are already on their job sites. We have an opportunity to earn a much larger share of their business and create substantial organic growth. Our objective is to reduce customers' total construction costs while increasing our share of their spending. A production homebuilder, custom builder or general contractor purchasing multiple categories of building materials has a compelling reason to consolidate suppliers and reduce complexity. By combining traditional building supplies with engineered components, including trusses and wall panels, installation services and field management capabilities, we are able to help customers address labor shortages, simplify procurement, improve project coordination and reduce delays. In addition, our relationships with production homebuilders, supported by our truss and wall panel capabilities, provide opportunities to expand sales across our product and service offerings. This integrated offering helps customers complete projects faster and at lower cost while driving growth. Coordinating crews and services can eliminate duplicate trips, reduce material handling, improve scheduling and shorten construction cycles, such as by combining garage door and interior trim installation visits or using an employee already on site to complete work that would otherwise require more personnel.
We are also pursuing opportunities to expand cross-selling to commercial and industrial customers and to reactivate acquired dormant customer accounts through superior service reliability and product availability. Our insulation business posted accelerating top-line trends in the third quarter of 2026. Across the businesses we acquired, there is a significant base of dormant customers with substantial aggregate purchasing power, including a number of large customers who together used to do nearly half a billion dollars of business with us. Our improvements in product availability, on-time and in-full delivery, and invoice accuracy give us a stronger value proposition with these customers.
Private Label Expansion. We are expanding our private label offerings, which provide a high-quality and superior-value alternative for our customers while delivering higher margins and brand exclusivity in the marketplace. Private label's gross margin is substantially higher than the margin on similar branded products. Trailing 12-month TRI-BUILT sales were $943 million, all at legacy Beacon, and our target is to grow TRI-BUILT to more than $2 billion in sales over the next three years. Our initiatives to expand TRI-BUILT sales include developing additional product categories, increasing penetration in low-slope roofing, strengthening sales incentives and introducing private label products across the legacy Kodiak and TopBuild businesses.
Branch Operations. We are deploying experienced operators to low-performing branches, focusing on increased customer contact, disciplined pricing, appropriate staffing and agile inventory management. These address the fundamentals that determine whether a branch serves customers well and earns an appropriate return. Legacy TopBuild has used this special operations approach effectively in its lower-performing locations, and we are transplanting that process to other parts of QXO. One of the benefits of owning these businesses together is the ability to take a proven operating practice and apply it more broadly. The TopBuild Acquisition gave us additional commercial exposure, including data centers, and a presence at approximately 22,000 job sites daily. This creates substantial opportunities to deepen customer relationships, cross-sell products and services and capture a greater share of construction spending. We are applying best-in-class operating practices across the combined Company and establishing common operating metrics to identify opportunities for greater efficiency across our branch network. Gross margin on our roofing and waterproofing products increased year over year in the third quarter of 2026. Within our installation operations, we are supplementing our highly experienced installers' technical expertise, including their ability to complete a job efficiently and pass inspection, with enhanced sales management, training for new hires and technology to increase productivity and enable employees to devote more time to their core responsibilities.
Technology and Digital Capabilities. We have made meaningful investments in our technology and digital capabilities to transform all aspects of our business, from providing a world-class customer experience to revolutionizing the way we do business. We believe technology will help us accelerate many of these improvements in the coming months.
We are connecting a new enterprise resource planning system, a proprietary point-of-sale system, an upgraded customer relationship management platform with advanced artificial intelligence ("AI") capabilities, and a warehouse management system. We are also integrating capabilities for pricing, procurement, fleet management, e-commerce, human resources, and internal communications. Our goal is for employees to get their work done in one connected, AI-enabled environment, reducing time spent entering information into different systems or tracking down information that should be readily available, and giving our people more time to serve customers and manage the business. We are testing the system in a number of locations in real operating conditions, training employees and identifying improvements in preparation to rapidly expand the rollout. We expect these new platforms to support the vast majority of revenue across the three acquired businesses by the end of 2027. These investments are intended to reduce manual processes and duplicate data entry, accelerate quoting, provide real-time inventory and order visibility, and automate warehouse activities, including inventory scanning, slotting and picking.
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We also expect improvements in routing, load planning, and replenishment to reduce transportation costs and working capital requirements while maintaining customer fulfillment. We are also improving our e-commerce capabilities so customers can check inventory, get accurate quotes, place orders and track deliveries online. The goal is to make it easier and faster for customers to do business with QXO, while making us a more valuable partner and earning a greater share of their spending.
Some basic improvements are already in use; for example, salespeople can dictate their customer relationship management notes instead of typing them. We are identifying repetitive tasks across the Company that AI can help employees complete faster, freeing more time for customer service and selling. More broadly, we see the potential to significantly boost productivity in a number of workflows. Our customer relationship management platform will support AI-enabled customer engagement, helping salespeople identify where to focus their attention across our approximately 194,000 customers, including cross-selling and reactivating dormant accounts.
Acquisitions
Acquisition of Beacon
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.
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 $2.23 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"), among QXO, 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 equity holders.
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. ("TopBuild"), Titanium MergerCo, Inc., a Delaware corporation and wholly-owned subsidiary of QXO ("Titanium Merger Sub"), and Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of QXO ("Forward Merger Sub"), 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 "TopBuild Acquisition"), with Forward Merger Sub surviving the Forward Merger as a wholly-owned subsidiary of QXO. The Company completed its acquisition of TopBuild for a net purchase price of $14.36 billion.
In connection with the closing of the TopBuild Acquisition, QXO issued 311.6 million shares of QXO common stock to former holders of TopBuild common stock, par value $0.01 per share, issued an additional 100,000 shares of Series C Preferred Stock (as defined below) to the Series C Investors for $1.0 billion in gross proceeds, incurred an incremental term loan for $3.0 billion in gross proceeds and released from escrow $3.0 billion in gross proceeds from the issuance of 6.500% Senior Notes due 2031 and 6.875% Senior Notes due 2034, all of which were used to fund the TopBuild Acquisition and pay related fees and expenses.
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Results of Consolidated Operations
The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.
| Three Months Ended September 30, |
% of net sales(1)
|
Nine Months Ended September 30, |
% of net sales(1)
|
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| (in millions, except percentages) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 4,895 | $ | 2,728 | 100.0 | % | 100.0 | % | $ | 9,871 | $ | 4,648 | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||
| Cost of sales | 3,515 | 2,092 | 71.8 | % | 76.7 | % | 7,279 | 3,605 | 73.7 | % | 77.6 | % | |||||||||||||||||||||||||||||||||||
| Gross profit | 1,380 | 636 | 28.2 | % | 23.3 | % | 2,592 | 1,043 | 26.3 | % | 22.4 | % | |||||||||||||||||||||||||||||||||||
| Operating expense: | |||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 1,024 | 453 | 20.9 | % | 16.6 | % | 2,170 | 954 | 22.0 | % | 20.5 | % | |||||||||||||||||||||||||||||||||||
| Depreciation | 66 | 40 | 1.3 | % | 1.5 | % | 169 | 67 | 1.7 | % | 1.4 | % | |||||||||||||||||||||||||||||||||||
| Amortization | 288 | 118 | 5.9 | % | 4.3 | % | 545 | 198 | 5.5 | % | 4.3 | % | |||||||||||||||||||||||||||||||||||
| Total operating expense | 1,378 | 611 | 28.2 | % | 22.4 | % | 2,884 | 1,219 | 29.2 | % | 26.2 | % | |||||||||||||||||||||||||||||||||||
| Income (loss) from operations | 2 | 25 | - | % | 0.9 | % | (292) | (176) | (3.0) | % | (3.8) | % | |||||||||||||||||||||||||||||||||||
| Interest expense, net | (163) | (37) | (3.3) | % | (1.4) | % | (232) | (11) | (2.4) | % | (0.2) | % | |||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment | - | - | - | % | - | % | - | (46) | - | % | (1.0) | % | |||||||||||||||||||||||||||||||||||
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Other income, net
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11 | 1 | 0.2 | % | 0.1 | % | 17 | 3 | 0.2 | % | 0.1 | % | |||||||||||||||||||||||||||||||||||
| Loss before (benefit from) provision for income taxes | (150) | (11) | (3.1) | % | (0.4) | % | (507) | (230) | (5.1) | % | (4.9) | % | |||||||||||||||||||||||||||||||||||
| (Benefit from) provision for income taxes | (27) | 128 | (0.6) | % | 4.7 | % | (102) | (41) | (1.0) | % | (0.9) | % | |||||||||||||||||||||||||||||||||||
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Net loss
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$ | (123) | $ | (139) | (2.5) | % | (5.1) | % | $ | (405) | $ | (189) | (4.1) | % | (4.1) | % | |||||||||||||||||||||||||||||||
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(1) Percent of net sales may not foot due to rounding.
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Three and Nine Months Ended September 30, 2026 Compared with Three and Nine Months Ended September 30, 2025
Net Sales
The following table summarizes net sales by line of business for the periods presented:
| Three Months Ended September 30, | % of net sales | ||||||||||||||||||||||
|
(in millions, except percentages)
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2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Roofing products | $ | 1,996 | $ | 2,086 | 40.8 | % | 76.5 | % | |||||||||||||||
| Insulation and services | 1,644 | - | 33.6 | % | - | % | |||||||||||||||||
| Complementary building products | 1,240 | 628 | 25.3 | % | 23.0 | % | |||||||||||||||||
| Software products and services | 15 | 14 | 0.3 | % | 0.5 | % | |||||||||||||||||
| Total net sales | $ | 4,895 | $ | 2,728 | 100.0 | % | 100.0 | % | |||||||||||||||
Net sales for the three months ended September 30, 2026 increased to $4.90 billion compared to $2.73 billion for the three months ended September 30, 2025. The increase in net sales was primarily driven by the TopBuild Acquisition and Kodiak Acquisition as TopBuild's net sales and Kodiak's net sales are included in net sales for the three months ended September 30, 2026. TopBuild contributed net sales of $1.64 billion, which are included within insulation and services net sales in the table above. Kodiak contributed net sales of $589 million during the three months ended September 30, 2026, which are included within complementary building products net sales in the table above.
In addition to contributions from the TopBuild and Kodiak acquisitions, net sales for the three months ended September 30, 2026 reflect the growth in our private label brand, TRI-BUILT, which generated net sales of approximately $283 million during the three months ended September 30, 2026, an increase of 2.6% from the three months ended September 30, 2025. Private label sales include sales of roofing and waterproofing products, which are included within the roofing products and complementary building products lines of business, respectively. Private label products accounted for a record 10.6% of roofing and waterproofing net sales during the three months ended September 30, 2026, an increase of approximately 50 basis points year over year.
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Net sales in our roofing and waterproofing products also benefited from service and execution improvements during the third quarter of 2026, which resulted in a 650-basis-point increase in on-time delivery, a reduction of more than 25% in key-product out-of-stocks, and an increase in invoice accuracy from the low 90% range at the beginning of the year to the high 90% range. A third of our regions have exceeded our 95% on-time delivery target, demonstrating the opportunity to replicate these improvements across the network.
During the three months ended September 30, 2026, net sales in our mechanical insulation product sales, which was acquired as part of the TopBuild Acquisition on July 1, 2026 and is a component of our insulation and services line of business, increased approximately 16% compared with the corresponding pre-acquisition period in 2025 as it continues to benefit from its exposure to data centers.
| Nine Months Ended September 30, | % of net sales | ||||||||||||||||||||||
|
(in millions, except percentages)
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2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Roofing products | $ | 5,260 | $ | 3,552 | 53.3 | % | 76.4 | % | |||||||||||||||
| Insulation and services | 1,644 | - | 16.7 | % | - | % | |||||||||||||||||
| Complementary building products | 2,922 | 1,054 | 29.6 | % | 22.7 | % | |||||||||||||||||
| Software products and services | 45 | 42 | 0.4 | % | 0.9 | % | |||||||||||||||||
| Total net sales | $ | 9,871 | $ | 4,648 | 100.0 | % | 100.0 | % | |||||||||||||||
Net sales for the nine months ended September 30, 2026 increased to $9.87 billion compared to $4.65 billion for the nine months ended September 30, 2025. The increase in net sales was primarily driven by the TopBuild Acquisition, Kodiak Acquisition and Beacon Acquisition as net sales in the prior year includes only Beacon's net sales from the date of acquisition on April 29, 2025 through September 30, 2025. During the nine months ended September 30, 2026, TopBuild contributed net sales of $1.64 billion, which are included within insulation and services net sales in the table above, and Kodiak contributed net sales of $1.18 billion, which are included within complementary building products net sales in the table above.
Following the end of the quarter, sales momentum accelerated into October 2026, with daily sales increasing 5% year over year across the Company, and sales within our roofing and complementary building products lines of businesses, which we have owned the longest, growing 9%.
Gross Profit and Gross Profit Margin
Gross profit for the three months ended September 30, 2026 increased to $1.38 billion, up from $636 million for the three months ended September 30, 2025. Gross profit for the nine months ended September 30, 2026 increased to $2.59 billion, up from $1.04 billion for the nine months ended September 30, 2025. The increase during the nine months ended September 30, 2026 was partially driven by the Beacon Acquisition as gross profit in the prior year includes only Beacon's results from the date of acquisition on April 29, 2025 through September 30, 2025. In addition, gross profit for the three and nine months ended September 30, 2026 includes contributions from the TopBuild Acquisition and the Kodiak Acquisition.
Gross profit margin was 28.2% for the three months ended September 30, 2026, up 4.9 percentage points from 23.3% for the three months ended September 30, 2025. The increase in gross profit margin was due to a higher percentage of net sales attributable to insulation, complementary building products, and services, which generally have a higher gross profit margin than roofing products, as well as a $34 million decrease in inventory fair value adjustments recognized within cost of sales. Complementary roofing products and complementary waterproofing products, which are included in the roofing products and complementary building products lines of business, respectively, grew 4.2% to $607 million, including growth of 16% in gutters and accessories, 15% in fiber cement, and 7% in windows.
Gross profit margin was 26.3% for the nine months ended September 30, 2026, up 3.9 percentage points from 22.4% for the nine months ended September 30, 2025. The increase in gross profit margin was primarily attributable to a decrease of $114 million in inventory fair value adjustments and, to a lesser extent, a higher percentage of net sales attributable to insulation, complementary building products, and services.
The increases in gross profit margin in both comparative periods also reflect pricing improvements. During the three months ended September 30, 2026, pricing increased 2.2% year over year, with nine of our 11 geographic areas reporting positive pricing. Year-over-year monthly pricing improved 400 basis points from negative 1.7% in April 2026 to positive 2.3% in September 2026. Pricing in our roofing products line of business and in our waterproofing products, which is a component of the complementary building products line of business, improved to a greater extent, increasing from negative 1.1% in April 2026 to positive 4.1% in September 2026. Pricing turned positive during the second quarter of 2026 and strengthened in each subsequent month of the third quarter. We believe this progress demonstrates our ability to improve selling prices during the current soft environment.
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Selling, General and Administrative ("SG&A") Expense
SG&A expense for the three months ended September 30, 2026 increased to $1.02 billion, up from $453 million for the three months ended September 30, 2025. The increase in SG&A expense was primarily due to the Kodiak Acquisition and the TopBuild Acquisition resulting in higher payroll and employee benefit costs, warehouse operating costs, and general and administrative costs. The increase in SG&A expense was also attributable to an increase in stock-based compensation expense of $48 million as result of additional grants made subsequent to September 30, 2025 and an increase in transaction costs of $36 million due to the closing of the TopBuild Acquisition in the current quarter.
SG&A expense for the nine months ended September 30, 2026 increased to $2.17 billion, up from $954 million for the nine months ended September 30, 2025. The increase in SG&A expense was primarily due to the Kodiak Acquisition and the TopBuild Acquisition resulting in higher payroll and employee benefit costs, warehouse operating costs, and general and administrative costs. The increase in SG&A expense was also attributable to increases in transaction costs of $31 million due to the closing of the TopBuild Acquisition and Kodiak Acquisition in the current year and stock-based compensation expense of $31 million. In addition, we incurred incremental costs of $29 million related to our transformation efforts that commenced subsequent to the Beacon Acquisition, which are directed at simplifying, streamlining, and optimizing the Company's operations.
Depreciation Expense
Depreciation expense was $66 million for the three months ended September 30, 2026, compared to $40 million for the three months ended September 30, 2025. The increase in depreciation expense was primarily due to an increase in property and equipment as a result of the Kodiak Acquisition and TopBuild Acquisition.
Depreciation expense was $169 million for the nine months ended September 30, 2026, compared to $67 million for the nine months ended September 30, 2025. The increase in depreciation expense was primarily due to an increase in property and equipment as a result of the Kodiak Acquisition and TopBuild Acquisition. Additionally, the nine months ended September 30, 2025 only includes depreciation expense related to property and equipment recognized from the Beacon Acquisition from April 29, 2025 through September 30, 2025.
Amortization Expense
Amortization expense was $288 million for the three months ended September 30, 2026, compared to $118 million for the three months ended September 30, 2025. The increase in amortization expense was primarily due to amortization expense associated with new customer relationships and trade names intangible assets recognized as a result of the Kodiak Acquisition and TopBuild Acquisition.
Amortization expense was $545 million for the nine months ended September 30, 2026, compared to $198 million for the nine months ended September 30, 2025. The increase in amortization expense was primarily due to amortization expense associated with new customer relationships and trade names intangible assets recognized as a result of the Kodiak Acquisition and TopBuild Acquisition. Additionally, the nine months ended September 30, 2025 only includes amortization expense related to intangible assets recognized from the Beacon Acquisition from April 29, 2025 through September 30, 2025.
Interest Expense, Net
Interest expense, net was $163 million for the three months ended September 30, 2026, compared to $37 million for the three months ended September 30, 2025. Interest expense, net was $232 million for the nine months ended September 30, 2026, compared to $11 million for the nine months ended September 30, 2025. The increases in interest expense in both comparative periods were primarily due to a higher average debt balance during the three and nine months ended September 30, 2026 as QXO Building Products issued additional debt in connection with the Beacon Acquisition and the TopBuild Acquisition, resulting in higher interest expense. The increase was also driven by lower interest income due to a lower average interest-bearing cash balance during the three and nine months ended September 30, 2026. In addition, interest expense, net for the three months ended September 30, 2026 included a $15 million commitment fee related to an unused bridge loan facility that was paid in connection with the closing of the TopBuild Acquisition.
Loss on Debt Extinguishment
Loss on debt extinguishment was $46 million for the nine months ended September 30, 2025 due to the principal prepayment of $1.40 billion under the 2032 Term Loan Facility in May 2025. The loss on debt extinguishment includes the pro-rata extinguishment of previously capitalized original issue discounts and debt issuance costs.
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Income Taxes
The Company's interim provision for income taxes is determined based on its annual estimated effective tax rate, applied to the actual year-to-date income, and adjusted for the tax effects of any discrete items. The Company's effective tax rate for the nine months ended September 30, 2026, excluding discrete items, was 18.2%, compared to 14.1% for the nine months ended September 30, 2025. The Company's effective tax rate for the nine months ended September 30, 2026 was based on the U.S. federal statutory tax rate of 21% and state jurisdictional income tax rates, adjusted for permanent items including compensation above $1 million, inclusive of equity awards, paid to covered employees under Internal Revenue Code Section 162(m), and non-deductible transaction costs due to the Kodiak Acquisition and TopBuild Acquisition, coupled with the pre-tax loss during the nine months ended September 30, 2026.
Benefits for income taxes consist of federal and state taxes in the United States and income in certain foreign jurisdictions, as well as deferred income taxes and changes in valuation allowance, reflecting net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
Realization of our deferred tax assets depends on the generation of future taxable income. In considering our need for a valuation allowance, we consider our historical and future projected taxable income, as well as other objectively verifiable evidence, including our realization of tax attributes and utilization of net operating loss carryforwards.
We believe that it is at least more likely than not that the benefit of the year-to-date losses will be realized in future periods. However, our future effective tax rate may be affected by our ongoing assessment of the need for a valuation allowance on our deferred tax assets or liabilities, or changes in tax laws, regulations, or accounting principles, tax planning initiatives, as well as certain discrete items.
Non-GAAP Financial Measures
To provide investors with additional information regarding our financial results, we have disclosed here and elsewhere in this Quarterly Report Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Net Income (Loss), Adjusted Diluted Earnings (Loss) per Common Share, Adjusted EBITDA and Adjusted EBITDA Margin, which represent non-GAAP financial measures.
We calculate Adjusted Gross Profit as gross profit excluding inventory fair value adjustments, and we calculate Adjusted Gross Margin as Adjusted Gross Profit divided by net sales. We calculate Adjusted Net Income (Loss) as net income (loss) excluding amortization; stock-based compensation; loss on debt extinguishment; restructuring costs; transaction costs; transformation costs; inventory fair value adjustments; and the income tax associated with such adjusting items. We calculate Adjusted Diluted Earnings (Loss) per Common Share as Adjusted Net Income (Loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during the period plus the effect of dilutive common share equivalents based on the most dilutive result of the if-converted and two-class methods. We calculate Adjusted EBITDA as net income (loss) excluding depreciation; amortization; stock-based compensation; interest (income) expense, net; loss on debt extinguishment; provision for (benefit from) income taxes; restructuring costs; transaction costs; transformation costs; and inventory fair value adjustments that we do not consider representative of our underlying operations. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by net sales.
The following expenses are excluded from Adjusted Net Income (Loss) and Adjusted EBITDA:
•Restructuring costs. Represent severance and employee-related costs and abandoned lease costs associated with a restructuring plan that is expected to yield annualized savings but excludes stock-based compensation expense recognized as a result of a restructuring plan.
•Transaction costs. Represent certain direct and incremental costs related to M&A activities. Transaction costs are impacted by the timing and size of the acquisitions.
•Transformation costs. Represent certain direct costs for strategic investments to modernize our business and operations and to integrate acquired businesses into QXO, including rebranding costs, retention costs for key employees of acquired businesses, IT infrastructure transformation costs, costs incurred to invest in new technologies such as artificial intelligence, and costs associated with non-recurring transformational initiatives to improve or optimize business operations. These costs are directed at optimizing the Company's processes to modernize the Company's operations.
We have provided a reconciliation below of Adjusted Gross Profit to gross profit, the most directly comparable financial measure as measured in accordance with GAAP, as well as a calculation of gross margin and Adjusted Gross Margin. We have provided a reconciliation below of Adjusted Net Income (Loss) to net income (loss), the most directly comparable financial measure as measured in accordance with GAAP, as well as a calculation of diluted earnings (loss) per common share and Adjusted Diluted Earnings (Loss) per Common Share. We have also provided a reconciliation below of Adjusted EBITDA to net income (loss), the most directly comparable financial measure as measured in accordance with GAAP, as well as a calculation of net margin and Adjusted EBITDA Margin. We have not reconciled our Adjusted EBITDA target to net income, the most directly comparable GAAP measure, because we cannot predict without unreasonable efforts the outcome of certain items that are necessary for the reconciliation, including future acquisitions, stock-based compensation, transaction and transformation costs, and provision for (benefit from) income taxes, the impact of which could be significant.
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Management uses these non-GAAP financial measures in making financial, operating and planning decisions and evaluating QXO's ongoing performance. We believe these non-GAAP financial measures facilitate analysis of our ongoing business operations because they exclude items that may not be reflective of, or are unrelated to, QXO's core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying business. Other companies may calculate these non-GAAP financial measures differently, and therefore our measures may not be comparable to similarly titled measures of other companies.
Adjusted Gross Profit and Adjusted Gross Margin
A reconciliation of gross profit and gross margin to Adjusted Gross Profit and Adjusted Gross Margin is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
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(in millions, except percentages)
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2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
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Gross profit
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$ | 1,380 | $ | 636 | $ | 2,592 | $ | 1,043 | |||||||||||||||
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Inventory fair value adjustments(1)
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17 | 51 | 17 | 131 | |||||||||||||||||||
| Adjusted Gross Profit | $ | 1,397 | $ | 687 | $ | 2,609 | $ | 1,174 | |||||||||||||||
| Net sales | $ | 4,895 | $ | 2,728 | $ | 9,871 | $ | 4,648 | |||||||||||||||
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Gross margin(2)
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28.2 | % | 23.3 | % | 26.3 | % | 22.4 | % | |||||||||||||||
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Adjusted Gross Margin(2)
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28.5 | % | 25.2 | % | 26.4 | % | 25.3 | % | |||||||||||||||
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(1) Represents the inventory fair value adjustments related to recording the inventory of acquired businesses at fair value on the date of acquisition.
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(2) Gross margin is calculated as gross profit divided by net sales. Adjusted Gross Margin is calculated as Adjusted Gross Profit divided by net sales. Percentages may not recalculate due to rounding.
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Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) per Common Share
A reconciliation of net loss and diluted loss per common share to Adjusted Net Income (Loss) and Adjusted Diluted Earnings (Loss) per Common Share is as follows:
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(in millions, except per share amounts)
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Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net loss | $ | (123) | $ | (139) | $ | (405) | $ | (189) | |||||||||||||||
| (Benefit from) provision for income taxes | (27) | 128 | (102) | (41) | |||||||||||||||||||
| Loss before (benefit from) provision for income taxes | (150) | (11) | (507) | (230) | |||||||||||||||||||
| Amortization | 288 | 118 | 545 | 198 | |||||||||||||||||||
| Stock-based compensation | 79 | 31 | 147 | 116 | |||||||||||||||||||
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Loss on debt extinguishment(1)
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- | - | - | 46 | |||||||||||||||||||
| Restructuring costs | 9 | 8 | 33 | 43 | |||||||||||||||||||
| Transaction costs | 40 | 4 | 111 | 80 | |||||||||||||||||||
| Transformation costs | 28 | 23 | 64 | 35 | |||||||||||||||||||
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Inventory fair value adjustments(2)
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17 | 51 | 17 | 131 | |||||||||||||||||||
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Adjusted income before benefit from income taxes
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311 | 224 | 410 | 419 | |||||||||||||||||||
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Income tax associated with the adjustments above(3)
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(82) | (58) | (108) | (108) | |||||||||||||||||||
| Adjusted Net Income | $ | 229 | $ | 166 | $ | 302 | $ | 311 | |||||||||||||||
| Convertible Preferred Stock dividend | (22) | (22) | (67) | (67) | |||||||||||||||||||
| Mandatory Convertible Preferred Stock dividend | (8) | (8) | (24) | (11) | |||||||||||||||||||
| Series C Preferred Stock dividend | (36) | - | (59) | - | |||||||||||||||||||
| Undistributed income allocated to participating securities | (12) | (14) | - | (18) | |||||||||||||||||||
| Adjusted Net Income attributable to common stockholders | $ | 151 | $ | 122 | $ | 152 | $ | 215 | |||||||||||||||
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Basic and diluted loss per common share
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$ | (0.17) | $ | (0.24) | $ | (0.64) | $ | (0.46) | |||||||||||||||
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Adjusted Diluted Earnings per Common Share(4)
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$ | 0.13 | $ | 0.14 | $ | 0.15 | $ | 0.32 | |||||||||||||||
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Adjusted diluted weighted-average common shares outstanding(4)
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1,192.9 | 875.3 | 1,006.0 | 679.6 | |||||||||||||||||||
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(1) Represents extinguishment costs resulting from the partial prepayment of borrowings under the 2032 Term Loan Facility (as defined below) in May 2025.
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(2) Represents the inventory fair value adjustments related to recording the inventory of acquired businesses at fair value on the date of acquisition.
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(3) The effective tax rates used to calculate Adjusted Net Income for the three months ended September 30, 2026 and 2025 were 26.3% and 26.0%, respectively. The effective tax rates used to calculate Adjusted Net Income for the nine months ended September 30, 2026 and 2025 were 26.4% and 25.9%, respectively.
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(4) Adjusted Diluted Earnings (Loss) per Common Share is calculated as Adjusted Net Income (Loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during the period plus the effect of dilutive common share equivalents based on the most dilutive result of the if-converted and two-class methods.
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Adjusted EBITDA and Adjusted EBITDA Margin
A reconciliation of net loss and net margin to Adjusted EBITDA and Adjusted EBITDA Margin is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
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(in millions, except percentages)
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2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net loss | $ | (123) | $ | (139) | $ | (405) | $ | (189) | |||||||||||||||
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Depreciation(1)
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83 | 40 | 188 | 67 | |||||||||||||||||||
| Amortization | 288 | 118 | 545 | 198 | |||||||||||||||||||
| Stock-based compensation | 79 | 31 | 147 | 116 | |||||||||||||||||||
| Interest expense, net | 163 | 37 | 232 | 11 | |||||||||||||||||||
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Loss on debt extinguishment(2)
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- | - | - | 46 | |||||||||||||||||||
| (Benefit from) provision for income taxes | (27) | 128 | (102) | (41) | |||||||||||||||||||
| Restructuring costs | 9 | 8 | 33 | 43 | |||||||||||||||||||
| Transaction costs | 40 | 4 | 111 | 80 | |||||||||||||||||||
| Transformation costs | 28 | 23 | 64 | 35 | |||||||||||||||||||
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Inventory fair value adjustments(3)
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17 | 51 | 17 | 131 | |||||||||||||||||||
| Adjusted EBITDA | $ | 557 | $ | 301 | $ | 830 | $ | 497 | |||||||||||||||
| Net sales | $ | 4,895 | $ | 2,728 | $ | 9,871 | $ | 4,648 | |||||||||||||||
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Net margin(4)
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(2.5) | % | (5.1) | % | (4.1) | % | (4.1) | % | |||||||||||||||
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Adjusted EBITDA Margin(4)
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11.4 | % | 11.1 | % | 8.4 | % | 10.7 | % | |||||||||||||||
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(1) Depreciation for the three and nine months ended September 30, 2026 includes depreciation expense recognized within cost of sales on the condensed consolidated statements of operations of $17 million and $19 million, respectively.
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(2) Represents extinguishment costs resulting from the partial prepayment of borrowings under the 2032 Term Loan Facility (as defined below) in May 2025.
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(3) Represents the inventory fair value adjustments related to recording the inventory of acquired businesses at fair value on the date of acquisition.
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(4) Net margin is calculated as net loss divided by net sales. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by net sales. Percentages may not recalculate due to rounding.
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Seasonality
The demand for exterior building materials is closely correlated to both seasonal changes and unpredictable weather patterns, therefore demand fluctuations are expected. 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 $2.40 billion as of September 30, 2026, consisting of $1.87 billion of availability under our ABL Facility and $528 million 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. 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 or other consideration.
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We use performance bonds to ensure completion of our work on certain larger customer contracts that can span multiple accounting periods. Performance bonds generally do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed. We also have bonds outstanding for license and insurance. The acquisition of TopBuild accounts for $369 million of the increase in outstanding bonds as of September 30, 2026 compared to December 31, 2025.
The following table summarizes our outstanding performance, licensing, insurance, and other bonds:
| As of | |||||||||||
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September 30, 2026 |
December 31, 2025 |
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| Outstanding bonds: | |||||||||||
| Performance bonds | $ | 334 | $ | 1 | |||||||
| Licensing, insurance, and other bonds | 40 | 2 | |||||||||
| Total bonds | $ | 374 | $ | 3 | |||||||
Convertible Preferred Stock
The Company has a quarterly dividend policy in place for its Convertible Preferred Stock, and dividends are paid when declared by the board of directors. During the three and nine months ended September 30, 2026, the Company paid $22 million and $67 million, respectively, of dividends to holders of Convertible Preferred Stock. Subsequent to the close of the quarter ended September 30, 2026, the Company paid $23 million of quarterly dividends to holders of Convertible Preferred Stock. These dividends are part of the Company's ongoing cash obligations and are considered when evaluating overall liquidity needs. For additional information regarding the Company's Convertible Preferred Stock, see Note 7 - Equity and Mezzanine Equity of Item I of Part I, "Condensed Consolidated Financial Statements" of this Quarterly Report.
Private Placements
On June 13, 2024, the Company entered into purchase agreements with certain institutional and accredited investors to issue and sell in a private placement an aggregate of 340.9 million shares of the Company's common stock at a price of $9.14 per share, and pre-funded warrants (the "Pre-Funded Warrants") to purchase 42.0 million shares of the Company's common stock at a price of $9.13999 per Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $0.00001 per share, is exercisable immediately and until the Pre-Funded Warrant is exercised in full. The closing of the private placement was completed on July 19, 2024.
On July 22, 2024, the Company entered into purchase agreements with certain institutional and accredited investors to privately place 67.8 million shares of its common stock at a price of $9.14 per share. The closing of the private placement was completed on July 25, 2024.
On March 17, 2025, the Company entered into purchase agreements with certain institutional investors to privately place 67.5 million shares of its common stock at a price of $12.30 per share. The closing of the private placement was contingent upon the completion of the Beacon Acquisition and was completed on April 29, 2025. As a result of the closing, the Company raised $824 million in net proceeds, after deducting offering costs of $7 million, to partially fund the Beacon Acquisition and related costs.
Issuance of Mandatory Convertible Preferred Stock
On May 27, 2025, the Company completed a preferred stock offering, through which QXO issued and sold 11.5 million depositary shares ("Depositary Shares"), each representing a 1/20th interest in a share of the Company's 5.50% Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000 per share, par value $0.001 per share (the "Mandatory Convertible Preferred Stock"). The amount issued included 1.5 million Depositary Shares issued pursuant to the exercise in full of the option granted to the underwriters to purchase additional Depositary Shares. The Company received net proceeds from the offering of $558 million, after deducting underwriting discounts, commissions and offering expenses of $17 million.
Dividends
The Mandatory Convertible Preferred Stock will accumulate dividends (which may be paid in cash or, subject to certain limitations, in shares of common stock or in any combination of cash and common stock) at a rate per annum equal to 5.50% on the liquidation preference of $1,000 per share, payable when, as and if declared by the Company's board of directors (or an authorized committee thereof), on February 15, May 15, August 15 and November 15 of each year, beginning on August 15, 2025 and ending on, and including, May 15, 2028. Given the requirement to pay dividends in any settlement outcome of the Mandatory Convertible Preferred Stock, the Company accrues dividends whether or not they are formally declared by the Company's board of directors. During the three and nine months ended September 30, 2026, the Company paid $8 million and $24 million, respectively, of dividends to holders of Mandatory Convertible Preferred Stock. These dividends are part of the Company's ongoing cash obligations and are considered when evaluating overall liquidity needs. For additional information regarding the Company's Mandatory Convertible Preferred Stock, see Note 7 - Equity of Item I of Part I, "Condensed Consolidated Financial Statements" of this Quarterly Report.
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Mandatory Conversion
The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:
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Applicable Market Value of Common Stock
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Conversion Rate per Share of Mandatory Convertible Preferred Stock
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Greater than $20.2126 (the "Threshold Appreciation Price")
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49.4740 shares of common stock
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| Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price |
Between 49.4740 and 60.6060 shares of common stock, determined by dividing $1,000 by the applicable market value
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Less than $16.50 (the "Initial Price")
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60.6060 shares of common stock
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The following table illustrates the conversion rate per Depositary Share, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:
| Applicable Market Value of Common Stock | Conversion Rate per Depositary Share Representing a 1/20th interest in a share of the Mandatory Convertible Preferred Stock | |||||||
| Greater than the Threshold Appreciation Price |
2.4737 shares of common stock
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| Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price |
Between 2.4737 and 3.0303 shares of common stock, determined by dividing $50 by the applicable market value
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| Less than the Initial Price |
3.0303 shares of common stock
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Optional Conversion
Other than during the conversion period following a fundamental change (as defined in the Company's Certificate of Designations relating to the Mandatory Convertible Preferred Stock) at any time prior to May 15, 2028, a holder of Mandatory Convertible Preferred Stock may elect to convert such holder's shares of Mandatory Convertible Preferred Stock, in whole or in part, at the minimum conversion rate of 49.4740 shares of common stock per share of Mandatory Convertible Preferred Stock (equivalent to 2.4737 shares of common stock per Depositary Share), subject to certain anti-dilution and other adjustments. Because each Depositary Share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Stock, a holder of Depositary Shares may convert its Depositary Shares only in lots of 20 Depositary Shares.
Fundamental Change Conversion
If a fundamental change occurs on or prior to May 15, 2028, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of common stock at the fundamental change conversion rate during the period beginning on, and including, the effective date of such fundamental change and ending on, and including, the earlier of (a) the date that is 20 calendar days after such effective date (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change) and (b) May 15, 2028. For the avoidance of doubt, the period described in the immediately preceding sentence may not end on a date that is later than May 15, 2028.
Ranking
The Mandatory Convertible Preferred Stock ranks, with respect to dividend rights and distribution of assets upon liquidation, winding-up or dissolution, (i) senior to the Company's common stock and each other class or series of capital stock, whether outstanding or established after the date of issuance of the Mandatory Convertible Preferred Stock, the terms of which do not expressly provide that it ranks senior to or on a parity with the Mandatory Convertible Preferred Stock as to payment of dividends and distribution of assets upon liquidation, winding-up or dissolution, and (ii) junior to the Convertible Preferred Stock. The Mandatory Convertible Preferred Stock ranks on a parity with or junior to each class or series of capital stock, the terms of which expressly provide for a pari passu or senior ranking, respectively, relative to the Mandatory Convertible Preferred Stock.
Voting Rights
Holders of Mandatory Convertible Preferred Stock will not have voting rights, except with respect to issuances of securities senior to the Mandatory Convertible Preferred Stock, amendments to the Company's Fifth Amended and Restated Certificate of Incorporation that would materially and adversely affect the rights of the holders of Mandatory Convertible Preferred Stock, or in the event of a merger, consolidation, exchange or reclassification involving the Mandatory Convertible Preferred Stock, or non-payment of dividends for six or more quarters, whether or not consecutive.
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Registered Equity Offerings
In April 2025, the Company sold 37.7 million shares of the Company's common stock in an underwritten public offering at a price of $13.25 per share. The closing of the equity offering was completed on April 21, 2025 and the Company raised $488 million in net proceeds from the equity offering, after deducting offering costs of $12 million. The Company also granted the underwriters in the public offering a 30-day option to purchase up to an additional 5.7 million shares of the Company's common stock at a price of $13.25 per share less underwriting discounts and commissions. On May 5, 2025, the option was partially exercised with respect to 4.0 million shares resulting in an additional $52 million of net proceeds. The remaining option to purchase additional shares expired unexercised at the end of the 30-day period.
In May 2025, the Company sold 48.5 million shares of the Company's common stock in an underwritten public offering at a price of $16.50 per share. The Company also granted the underwriters in the public offering a 30-day option to purchase up to an additional 7.3 million shares of the Company's common stock at a price of $16.50 per share less underwriting discounts and commissions. On May 21, 2025, the option was exercised in full. The closing of the equity offering was completed on May 23, 2025 and the Company raised $892 million in net proceeds from the equity offering, after deducting offering costs of $28 million.
In June 2025, the Company sold 89.9 million shares of the Company's common stock in an underwritten public offering at a price of $22.25 per share. The closing of the equity offering was completed on June 26, 2025 and the Company raised $1.96 billion in net proceeds from the equity offering, after deducting offering costs of $38 million. The Company also granted the underwriters in the public offering a 30-day option to purchase up to an additional 13.5 million shares of the Company's common stock at a price of $22.25 per share less underwriting discounts and commissions. On July 24, 2025, the option was partially exercised with respect to 1.7 million shares resulting in additional net proceeds of $38 million. The remaining option to purchase additional shares expired unexercised at the end of the 30-day period.
In January 2026, the Company sold 31.6 million shares of the Company's common stock in an underwritten public offering at a price of $23.80 per share. The closing of the equity offering was completed on January 20, 2026 and the Company raised $748 million in net proceeds from the equity offering, after deducting offering costs of $5 million. The Company also granted the underwriters in the public offering a 30-day option to purchase up to an additional 4.7 million shares of the Company's common stock at a price of $23.80 per share less underwriting discounts and commissions. The option to purchase additional shares expired unexercised at the end of the 30-day period.
Series C Investment Agreement
In January 2026, the Company entered into the Series C Investment Agreement with the Series C Investors. Pursuant to the Series C Investment Agreement, the Series C Investors committed until July 15, 2026 to purchase up to 300,000 shares of a new series of Series C Convertible Perpetual Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), for an aggregate purchase price of $3.0 billion to fund one or more acquisitions of assets, equity or businesses (or portions thereof) for a purchase price in excess of $1.5 billion or as otherwise determined by the Company.
Issuance of Series C Preferred Stock
On April 1, 2026, the Company issued 200,000 shares of the Company's Series C Preferred Stock to fund a portion of the Kodiak Acquisition. The Series C Preferred Stock has an initial liquidation preference of $10,000 per share (the "Stated Value"). The Company received gross proceeds from the issuance of approximately $2.0 billion. Subsequently, on July 1, 2026, the Company issued the remaining 100,000 shares of Series C Preferred Stock and received gross proceeds of approximately $1.0 billion to fund a portion of the TopBuild Acquisition.
The Series C Preferred Stock is classified as mezzanine equity on the condensed consolidated balance sheets because the shares are redeemable at the option of the Series C Investors upon the occurrence of a fundamental change of the Company, and the events that could trigger a fundamental change are not solely within the Company's control.
The Series C Preferred Stock was initially recognized at the proceeds received, net of issuance costs. If redemption becomes probable, the Company will either remeasure the Series C Preferred Stock to the greater of its carrying value or redemption value at each reporting period or accrete its carrying value to redemption value over the period from the date redemption becomes probable to the earliest redemption date. Any resulting adjustments to the carrying value of the Series C Preferred Stock will be recognized in equity. In addition, as shares of Series C Preferred Stock are issued, a proportionate amount of the costs incurred to obtain the Series C Preferred Stock commitment are reclassified from equity to mezzanine equity as an issuance cost of the Series C Preferred Stock.
During the three months ended March 31, 2026, the Company incurred costs of $47 million to obtain the Series C Preferred Stock commitment and recognized these costs as a reduction to additional paid-in capital in permanent equity. In connection with the issuance of 200,000 shares of the Company's Series C Preferred Stock on April 1, 2026, the Company reclassified $32 million of the $47 million of commitment costs from equity to mezzanine equity as an issuance cost of the Series C Preferred Stock. As the Company issued the remaining 100,000 shares of Series C Preferred Stock on July 1, 2026 in connection with the TopBuild Acquisition, the remaining $15 million of commitment costs were reclassified from equity to mezzanine equity during the three months ended September 30, 2026.
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Dividends
The holders of the Series C Preferred Stock (each, a "Holder" and collectively, the "Holders") will be entitled to dividends on the Series C Preferred Stock at a rate of 4.75% per annum. The Holders will be entitled to participate in dividends declared or paid in cash on the common stock on an as-converted basis; provided that any such dividends on the common stock on an as-converted basis received by Holders will reduce, on a dollar-for-dollar basis, the dividends such Holders are entitled to receive on the Series C Preferred Stock. Dividends on the Series C Preferred Stock will be payable on a quarterly basis in cash and/or by delivery of shares of registered (or freely tradeable) common stock, in each case at the sole discretion of the Company. Any dividends not declared and paid in cash or shares of common stock on any dividend payment date will accrue and be compounded quarterly in arrears on the then Stated Value of such shares of Series C Preferred Stock on such dividend payment date. During the three and nine months ended September 30, 2026, the Company paid $36 million and $59 million of dividends to holders of Series C Preferred Stock, respectively.
Conversion and Redemption
The Series C Preferred Stock are, at the option of the holders thereof at any time and from time to time, convertible into common stock at an initial conversion price of $23.25 per share of common stock, subject to customary anti-dilution protections (the "Conversion Price").
At any time after the second anniversary of the initial issuance of the Series C Preferred Stock (the "Initial Issue Date"), the Company will have the option to require that all or any portion of the then-outstanding shares of Series C Preferred Stock be converted into common stock at the then applicable Conversion Price if the closing price per share of common stock exceeds (i) from and after the second anniversary and prior to the third anniversary of the Initial Issue Date, 175% of the Conversion Price and (ii) from and after the third anniversary of the Initial Issue Date, 150% of the Conversion Price, in each case, then in effect for at least 20 trading days in any period of 30 consecutive trading days immediately prior to the Holders' receipt of the conversion notice.
At any time on or following the seventh anniversary of the Initial Issue Date, the Company may redeem all or any portion of the outstanding Series C Preferred Stock at the applicable redemption price (the "Optional Redemption Price") plus accrued and unpaid dividends thereon. The Optional Redemption Price will be an amount in cash equal to the greater of (a) (i) 107% of the Stated Value, with respect to a redemption date on or following the seventh anniversary of the Initial Issue Date but prior to the eighth anniversary of the Initial Issue Date, (ii) 104% of the Stated Value, with respect to a redemption date on or following the eighth anniversary of the Initial Issue Date but prior to the ninth anniversary of the Initial Issue Date and (iii) 100% of the Stated Value, with respect to a redemption date on or following the ninth anniversary of the Initial Issue Date and (b) the as-converted value.
Fundamental Change Conversion and Redemption
Upon the occurrence of a fundamental change of the Company (i) in certain circumstances, the Company will be obligated to pay a customary fundamental change make-whole premium on the Series C Preferred Stock converted in connection with such fundamental change by increasing the conversion rate on such Series C Preferred Stock and (ii) the Company will be obligated to offer to redeem all of the Series C Preferred Stock for a price in cash equal to the greater of (a) the Stated Value, plus accrued and unpaid dividends thereon and (b) the as-converted value.
Ranking
The Series C Preferred Stock ranks junior to the Company's Convertible Preferred Stock, pari passu with the Company's Mandatory Convertible Preferred Stock and senior to the Company's common stock, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
Voting Rights
The Series C Investors, as Holders, will be entitled to vote with the holders of the common stock on an as-converted basis, voting together as a single class, on all matters presented to the holders of common stock, except as required by Delaware law, subject to certain requirements as described in the Series C Investment Agreement.
Senior Secured Notes
2032 Notes
On April 29, 2025, Beacon Merger Sub (the "Issuer") completed the issuance and sale of $2.25 billion in aggregate principal amount of 6.75% Senior Secured Notes due 2032 (the "2032 Notes"). The 2032 Notes were issued pursuant to an Indenture, dated as of April 29, 2025 (as supplemented, the "2032 Indenture"), and, upon consummation of the Beacon Acquisition, QXO Building Products assumed the obligations under the 2032 Notes and the 2032 Indenture and certain of QXO Building Products' subsidiaries guaranteed QXO Building Products' obligations under the 2032 Notes and the 2032 Indenture. The 2032 Notes are secured by first-priority liens on substantially all assets of the Issuer and the subsidiary guarantors, other than the ABL Priority Collateral (as defined below) (the "2032 Notes Priority Collateral") and by second-priority liens on substantially all of the Issuer's and the subsidiary guarantors' inventory, receivables and related assets (the "ABL Priority Collateral"), in each case, subject to certain exceptions and permitted liens. The 2032 Notes will mature on April 30, 2032. Interest on the 2032 Notes accrues at 6.75% per annum and will be paid semi-
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annually, in arrears, on April 30 and October 30 of each year, beginning October 30, 2025. Proceeds from the 2032 Notes were used to partially fund the Beacon Acquisition and related transaction expenses.
On or after April 30, 2028, the Issuer may redeem the 2032 Notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the 2032 Indenture. In addition, prior to April 30, 2028, the Issuer may redeem the 2032 Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the 2032 Notes redeemed, plus a "make-whole" premium and accrued and unpaid interest, if any. Notwithstanding the foregoing, at any time prior to April 30, 2028, the Issuer may also redeem up to 50% of the aggregate principal amount of the 2032 Notes with funds in an aggregate amount not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 106.75% of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid interest, if any, so long as at least 50% of the original aggregate principal amount of the 2032 Notes remains outstanding after each such redemption. In addition, prior to April 30, 2028, the Issuer may redeem during each twelve-month period up to 10% of the original aggregate principal amount of the 2032 Notes at a redemption price equal to 103%, plus accrued and unpaid interest, if any.
The 2032 Indenture includes customary affirmative and negative covenants with respect to the Issuer and its restricted subsidiaries. These covenants are subject to a number of important qualifications and exceptions. Additionally, upon the occurrence of specified change of control events, the Issuer must offer to repurchase the 2032 Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. The 2032 Indenture also provides for customary events of default. As of September 30, 2026, the Issuer and its restricted subsidiaries were in compliance with these covenants.
Debt issuance costs of $22 million related to the 2032 Notes were capitalized and are being amortized over the term of the financing arrangement. As of September 30, 2026, there were $18 million of unamortized debt issuance costs related to the 2032 Notes.
Senior Notes
2031 Notes and 2034 Notes
On June 17, 2026, the Issuer completed the issuance and sale of $1.5 billion in aggregate principal amount of 6.500% Senior Notes due 2031 (the "2031 Notes") and $1.5 billion in aggregate principal amount of 6.875% Senior Notes due 2034 (the "2034 Notes" and, together with the 2031 Notes, the "Notes"). The Notes were issued pursuant to an Indenture, dated as of June 17, 2026 (the "Indenture"), among the Issuer, the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee. At the closing of the offering, the gross proceeds were placed into a segregated escrow account (the "Escrow Account") and released in connection with the consummation of the TopBuild Acquisition. The Notes were secured by a first-priority lien on the escrowed property and the Escrow Account pending the consummation of the TopBuild Acquisition. Upon consummation of the TopBuild Acquisition on July 1, 2026 (the "Escrow Release Date"), the Notes are fully and unconditionally guaranteed by each of the Issuer's wholly-owned domestic restricted subsidiaries that guarantees the 2032 Term Loan Facility (as defined below) and 2032 Notes, and from and after the Escrow Release Date, the Notes and related guarantees are unsecured obligations of the Issuer and the subsidiary guarantors. The 2031 Notes will mature on July 15, 2031 and the 2034 Notes will mature on July 15, 2034. Interest on the 2031 Notes accrues at 6.500% per annum and interest on the 2034 Notes accrues at 6.875% per annum, in each case payable semi-annually, in arrears, on January 15 and July 15 of each year, beginning January 15, 2027. Proceeds from the Notes were used to fund a portion of the TopBuild Acquisition and related transaction expenses.
On or after July 15, 2028 and July 15, 2029 with respect to the 2031 Notes and the 2034 Notes, respectively, the Issuer may redeem the applicable series of Notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture. In addition, prior to such dates, the Issuer may redeem the applicable series of Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a "make-whole" premium and accrued and unpaid interest, if any. Notwithstanding the foregoing, at any time prior to July 15, 2028 and July 15, 2029 with respect to the 2031 Notes and the 2034 Notes, respectively, the Issuer may also redeem in the aggregate up to 50% of the original aggregate principal amount of the applicable series of Notes with funds in an aggregate amount not to exceed the net cash proceeds from one or more equity offerings at a redemption price equal to 106.500% and 106.875% of the principal amount of the 2031 Notes and 2034 Notes, respectively, to be redeemed, plus accrued and unpaid interest, if any, so long as at least 50% of the original aggregate principal amount of the applicable series of Notes remains outstanding after each such redemption.
The Indenture includes customary affirmative and negative covenants with respect to the Issuer and its restricted subsidiaries. These covenants are subject to a number of important qualifications and exceptions. Additionally, upon the occurrence of specified change of control and ratings events, the Issuer must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. The Indenture also provides for customary events of default. As of September 30, 2026, the Issuer and its restricted subsidiaries were in compliance with these covenants.
Debt issuance costs of $34 million related to the Notes were capitalized and are being amortized over the term of the respective financing arrangements. As of September 30, 2026, unpaid debt issuance costs related to the Notes totaled $2 million.
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As of September 30, 2026, there were $16 million of unamortized debt issuance costs related to the 2031 Notes and $17 million of unamortized debt issuance costs related to the 2034 Notes.
Term Loan Facility
2032 Term Loan Facility
On April 29, 2025, Beacon Merger Sub, as initial borrower, entered into a Term Loan Credit Agreement (the "Term Loan Credit Agreement") with Queen HoldCo, LLC ("Holdings"), the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, which provides for senior secured financing consisting of a term loan facility (the "2032 Term Loan Facility") in an aggregate principal amount of $2.25 billion. Upon the consummation of the Beacon Acquisition, QXO Building Products entered into a joinder to the Term Loan Credit Agreement as the surviving borrower (the "Borrower"). The 2032 Term Loan Facility matures on April 30, 2032. Proceeds from the 2032 Term Loan Facility were used to partially fund the Beacon Acquisition and related transaction expenses.
Borrowings under the 2032 Term Loan Facility bear interest at variable rates based on Term SOFR or a base rate, in each case plus an applicable margin. The 2032 Term Loan Facility requires scheduled quarterly amortization payments in an annual amount equal to 1.0% of the original principal amount of borrowings under the 2032 Term Loan Facility, with the remaining balance due at maturity. The 2032 Term Loan Facility also requires the Borrower to make certain mandatory prepayments. The Borrower can make voluntary prepayments at any time without penalty, except in connection with a repricing event in respect of the 2032 Term Loan Facility, subject to customary breakage costs.
The 2032 Term Loan Facility is unconditionally guaranteed by Holdings on a limited-recourse basis and secured by a first-priority lien on the equity interests of the Borrower held by Holdings. The 2032 Term Loan Facility is also guaranteed by each subsidiary guarantor and secured by a first-priority lien with respect to the 2032 Notes Priority Collateral and a second-priority lien with respect to the ABL Priority Collateral. The 2032 Term Loan Facility is secured on a ratable basis with the 2032 Notes with respect to the 2032 Notes Priority Collateral and the ABL Priority Collateral.
The Term Loan Credit Agreement includes customary affirmative and negative covenants with respect to the Borrower and its restricted subsidiaries. These covenants are subject to a number of important qualifications and exceptions. The Term Loan Credit Agreement contains certain customary events of default, including relating to a change of control. As of September 30, 2026, the Borrower and its restricted subsidiaries were in compliance with these covenants.
The principal amount of borrowing under the 2032 Term Loan Facility was reduced by an original issue discount ("OID") of 1%. OID costs of $22 million and debt issuance costs of $51 million related to the 2032 Term Loan Facility were capitalized and are being amortized over the term of the financing arrangement.
On May 29, 2025, the Borrower made a voluntary principal prepayment of $1.40 billion under the 2032 Term Loan Facility. As a result, the Borrower was relieved of its obligation to make quarterly amortization payments in an annual amount equal to 1.0% of the original principal amount of borrowings under the 2032 Term Loan Facility. Additionally, as a result of the principal prepayment, the Borrower recognized a loss on debt extinguishment of $46 million during the three months ended June 30, 2025, which is comprised of $14 million of unamortized OID costs and $32 million of unamortized debt issuance costs related to the 2032 Term Loan Facility.
On November 5, 2025, the Borrower amended the Term Loan Credit Agreement in order to refinance the 2032 Term Loan Facility. The amendment reduced the applicable margin for borrowings under the 2032 Term Loan Facility from 3.00% to 2.00% for Term SOFR borrowings and from 2.00% to 1.00% for base rate borrowings (the "2032 Term Loan Refinancing"). As a result of the 2032 Term Loan Refinancing, the Borrower recognized a loss on debt extinguishment of $4 million during the three months ended September 30, 2025, which is comprised of $1 million of unamortized OID costs, $2 million of unamortized debt issuance costs, and $1 million of third-party fees associated with the modification of the 2032 Term Loan Facility. Additionally, new debt issuance costs of a de minimis amount were capitalized and are being amortized over the term of the financing arrangement.
The loss on debt extinguishment resulting from the principal prepayment and the subsequent 2032 Term Loan Refinancing was separately recognized on the consolidated statements of operations for the year ended December 31, 2025.
As of September 30, 2026, there were $6 million of unamortized OID costs related to the 2032 Term Loan Facility and $14 million of unamortized debt issuance costs related to the 2032 Term Loan Facility.
2033 Term Loan Facility
On July 1, 2026, in connection with the closing of the TopBuild Acquisition, the Borrower incurred an incremental term loan facility (the "2033 Term Loan Facility") under the Term Loan Credit Agreement in an aggregate principal amount of $3.0 billion. The 2033 Term Loan Facility will mature on July 1, 2033. Borrowings under the 2033 Term Loan Facility bear interest at variable rates based on Term SOFR or a base rate, in each case plus an applicable margin. The 2033 Term Loan Facility requires scheduled quarterly amortization payments commencing on December 31, 2026, in an annual amount equal to 1.0% of the original principal amount of the term loans borrowed on the effective time of the TopBuild Acquisition, with the balance to be paid at maturity. The Borrower can make voluntary prepayments at any time without penalty, except in connection with a repricing event in respect of the 2033 Term
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Loan Facility, subject to customary breakage costs. Any refinancing through the issuance of certain debt or any repricing amendment, in either case, that constitutes a "repricing event" applicable to the term loans issued under the 2033 Term Loan Facility resulting in a lower yield occurring at any time during the first six months after the closing date of the 2033 Term Loan Facility will be accompanied by a 1.00% prepayment premium or fee, as applicable.
The principal amount of borrowing under the 2033 Term Loan Facility was reduced by an original issue discount ("OID") of 0.25%. OID costs of $7 million and debt issuance costs of $45 million related to the 2033 Term Loan Facility were capitalized and are being amortized over the term of the financing arrangement. As of September 30, 2026, unpaid debt issuance costs related to the 2033 Term Loan Facility totaled $1 million.
As of September 30, 2026, there were $7 million of unamortized OID costs related to the 2033 Term Loan Facility and $44 million of unamortized debt issuance costs related to the 2033 Term Loan Facility.
In connection with the closing of the TopBuild Acquisition, the Company paid a commitment fee of $15 million related to an unused bridge loan facility, which was recognized in interest expense, net on the condensed consolidated financial statements during the three months ended September 30, 2026 and is included in payment of debt issuance costs and other financing fees as a financing cash outflow on the condensed consolidated statements of cash flows.
ABL Credit Agreement
On April 29, 2025, Beacon Merger Sub, as initial borrower, entered into the Asset-Based Revolving Credit Agreement (the "ABL Credit Agreement"), with Holdings, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, which provides for an asset-based revolving credit facility (the "ABL Facility" and, together with the 2032 Term Loan Facility and 2033 Term Loan Facility, the "Credit Facilities"), with an aggregate borrowing availability equal to the lesser of $2.0 billion, and the borrowing base. Upon the consummation of the Beacon Acquisition, the Borrower entered into a joinder to the ABL Credit Agreement as the surviving borrower. The ABL Facility matures on April 29, 2030. Based on the Borrower's borrowing base as of September 30, 2026, the Borrower had $1.87 billion borrowing capacity under the ABL Facility.
Borrowings under the ABL Facility bear interest at a rate equal to, at the Borrower's option, either (a) (x) Term SOFR determined by reference to the secured overnight financing rate published by the Federal Reserve Bank of New York, which rate shall be no less than zero or (y) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50% per annum, (ii) the prime rate quoted by the Wall Street Journal as the "Prime Rate" and (iii) the sum of one-month adjusted Term SOFR plus 1.00% per annum, which base rate shall be no less than 1.00%, or (b) (x) with respect to borrowings of Canadian dollars, Term CORRA determined by reference to the interbank offered rate administered by the CORRA Administrator, which rate shall be no less than zero or (y) a base rate determined by reference to the highest of (i) zero (0%), (ii) the one-month Term CORRA plus 1.00% per annum or (iii) the prime rate reported by Reuters, in each case plus an applicable margin based on excess availability set forth in the ABL Credit Agreement. The Borrower is also required to pay a commitment fee equal to 0.20% per annum (depending on the average utilization of the commitments) to the lenders under the ABL Facility in respect of the unutilized commitments thereunder. The Borrower can make voluntary prepayments at any time without penalty, subject to customary breakage costs.
The ABL Facility (and at the Borrower's option certain hedging, cash management and bank product obligations secured under the ABL Facility) is unconditionally guaranteed by Holdings on a limited-recourse basis and secured by a second-priority lien on the equity interests of the Borrower held by Holdings. The ABL Facility is also guaranteed by each subsidiary guarantor and secured by a second-priority lien with respect to the 2032 Notes Priority Collateral and a first-priority lien with respect to the ABL Priority Collateral.
The ABL Credit Agreement includes customary affirmative and negative covenants with respect to the Borrower and its restricted subsidiaries. These covenants are subject to a number of important qualifications and exceptions. The ABL Credit Agreement contains certain customary events of default, including relating to a change of control.
The ABL Facility requires that the Borrower, commencing on or after the last day of the first full fiscal quarter ending after the closing date of the ABL Facility, maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 at any time that availability is less than the greater of (x) $120 million and (y) 10% of the lesser of (i) the borrowing base at such time and (ii) the aggregate amount of ABL Facility commitments at such time. As of September 30, 2026, the Borrower and its restricted subsidiaries were in compliance with these covenants.
Debt issuance costs of $19 million related to the ABL Facility were capitalized and are being amortized ratably over the term of the financing arrangement. The debt issuance costs related to the ABL Facility are presented as an asset, included in other assets, net on the condensed consolidated balance sheets. As of September 30, 2026, there were $13 million of unamortized debt issuance costs related to the ABL Facility.
As of September 30, 2026, the Borrower and its restricted subsidiaries had $129 million in outstanding standby letters of credit issued under the ABL Facility.
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The following table summarizes our cash flows for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2026 | 2025 | |||||||||
| Net cash (used in) provided by operating activities | $ | (145) | $ | 75 | |||||||
|
Net cash used in investing activities
|
(11,040) | (10,605) | |||||||||
|
Net cash provided by financing activities
|
9,373 | 7,769 | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | - | - | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | $ | (1,812) | $ | (2,761) | |||||||
Operating Activities
Net cash used in operating activities was $145 million for the nine months ended September 30, 2026, compared to net cash provided by operations of $75 million for the nine months ended September 30, 2025. Cash used in operations increased $220 million during the nine months ended September 30, 2026. The increase in cash used in operations was primarily due to a higher net loss coupled with an incremental cash outflow of $332 million stemming from the seasonal timing of our net working capital requirements, mainly driven by an unfavorable change in cash related to inventories and accounts receivable. The increase in cash used in operations was partially offset by adjustments for non-cash items of $328 million and favorable changes in cash related to accounts payable and accrued expenses.
Investing Activities
Net cash used in investing activities was $11.04 billion for the nine months ended September 30, 2026, compared to $10.61 billion for the nine months ended September 30, 2025. Cash used in investing activities increased $435 million during the nine months ended September 30, 2026 primarily due to an increase in cash paid for acquisitions as the aggregate cash consideration for the Kodiak Acquisition and TopBuild Acquisition was $10.93 billion compared to $10.56 billion for the Beacon Acquisition. See Note 3 - Acquisitions of Item 1 of Part I, "Condensed Consolidated Financial Statements" of this Quarterly Report for additional information.
Financing Activities
Net cash provided by financing activities was $9.37 billion for the nine months ended September 30, 2026, compared to $7.77 billion for the nine months ended September 30, 2025. Cash provided by financing activities increased $1.60 billion during the nine months ended September 30, 2026 primarily due to the issuance of the 2031 Notes and 2034 Notes and borrowings under our 2033 Term Loan Facility, as well as the net proceeds from the issuance of common stock and Series C Preferred Stock. The increase in cash provided by financing activities was partially offset by the issuance of the 2032 Notes, net borrowings under our 2032 Term Loan Facility and ABL Facility, and net proceeds from the issuance of common stock and Mandatory Convertible Preferred Stock during the nine months ended September 30, 2025. The increase was also partially offset by an increase in dividends paid on the Company's Mandatory Convertible Preferred Stock and Series C Preferred Stock during the nine months ended September 30, 2026.
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Condensed Supplemental Financial Information
In accordance with the indentures governing the 2031 Notes, 2032 Notes and 2034 Notes (together, the "Senior Notes") and the credit agreements governing the Credit Facilities, QXO Building Products and its subsidiaries (together, the "Credit Group") are required to furnish to holders of the Senior Notes and lenders under the Credit Facilities certain financial information relating to the Credit Group.
The summarized financial information below reflects results for the Credit Group, other QXO entities and QXO on a consolidated basis.
| September 30, 2026 | |||||||||||||||||
|
Balance Sheet (in millions)
|
Credit Group | Other QXO Entities | Consolidated QXO | ||||||||||||||
| Cash and cash equivalents | $ | 512 | $ | 16 | $ | 528 | |||||||||||
| Total current assets | $ | 6,661 | $ | 65 | $ | 6,726 | |||||||||||
| Total current liabilities | $ | 3,279 | $ | 46 | $ | 3,325 | |||||||||||
| Total long-term debt, net | $ | 8,948 | $ | - | $ | 8,948 | |||||||||||
| Total mezzanine equity | $ | - | $ | 2,942 | $ | 2,942 | |||||||||||
|
Total stockholders' equity(1)
|
$ | - | $ | 15,681 | $ | 15,681 | |||||||||||
|
(1) Stockholders' equity is presented on a consolidated basis and excludes intercompany equity investments from other QXO entities recorded in stockholders' equity at the Credit Group, which is eliminated in consolidation.
|
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| Three Months Ended September 30, 2026 | |||||||||||||||||
|
Statement of Operations (in millions)
|
Credit Group | Other QXO Entities | Consolidated QXO | ||||||||||||||
| Net sales | $ | 4,880 | $ | 15 | $ | 4,895 | |||||||||||
| Gross profit | $ | 1,374 | $ | 6 | $ | 1,380 | |||||||||||
| Total operating expense | $ | 1,333 | $ | 45 | $ | 1,378 | |||||||||||
|
Interest (expense) income, net
|
$ | (164) | $ | 1 | $ | (163) | |||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||
|
Statement of Operations (in millions)
|
Credit Group | Other QXO Entities | Consolidated QXO | ||||||||||||||
| Net sales | $ | 9,826 | $ | 45 | $ | 9,871 | |||||||||||
| Gross profit | $ | 2,574 | $ | 18 | $ | 2,592 | |||||||||||
| Total operating expense | $ | 2,771 | $ | 113 | $ | 2,884 | |||||||||||
|
Interest (expense) income, net
|
$ | (284) | $ | 52 | $ | (232) | |||||||||||
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QXO Inc. published this content on November 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 13, 2026 at 12:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]