# QXO, Inc. (QXO)

Informational only - not investment advice.

CIK: 0001236275
SIC: 5030 Wholesale-Lumber & Other Construction Materials
SIC breadcrumb: [Wholesale Trade](/division/F/) > [SIC Major Group 50](/major-group/50/) > [SIC 5030 Wholesale-Lumber & Other Construction Materials](/industry/5030/)
Latest 10-K filed: 2026-02-27
SEC page: https://www.sec.gov/edgar/browse/?CIK=1236275
Filing source: https://www.sec.gov/Archives/edgar/data/1236275/000162828026012601/qxo-20251231.htm

## At a glance

FY2025 · period end 2025-12-31 · filed 2026-02-27 · accession 0001628280-26-012601 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001236275.json

| Metric | Value | FY | Provenance |
| --- | ---: | ---: | --- |
| Revenue | 6,842,200,000 USD | 2025 | verified |
| Net income | -279,400,000 USD | 2025 | verified |
| Assets | 15,887,300,000 USD | 2025 | verified |
| Free cash flow | 183,200,000 USD | 2025 | computed |
| Net margin | -4.08% | 2025 | computed |
| Operating margin | -3.58% | 2025 | computed |
| Revenue YoY | +11924.96% | 2025 | computed |
| ROE | -2.88% | 2025 | computed |

Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Free cash flow = operating cash flow − capital expenditures. Net margin = net income ÷ revenue. Operating margin = operating income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only). ROE = net income ÷ period-end stockholders' equity.

No market price, no rating, no forecast on this site. Not investment advice.

### Peer percentile fingerprint

| Ratio | QXO | Peer median | Percentile | N |
| --- | ---: | ---: | ---: | ---: |
| Net margin | -4.1% | 2.8% | 11 | 39 |
| Operating margin | -3.6% | 5.0% | 3 | 37 |
| Revenue growth | 11,925.0% | 4.0% | 100 | 39 |
| FCF margin | 2.7% | 2.4% | 54 | 38 |
| ROE | -2.9% | 9.1% | 13 | 39 |
| ROA | -1.8% | 3.9% | 13 | 39 |
| Liabilities / equity | 0.64 | 1.51 | 21 | 39 |
| Current ratio | 3.58 | 2.21 | 84 | 38 |

Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC major-group 50 SIC Major Group 50, not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking.

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 6842200000 | USD | 2025 | 2026-02-27 |
| Net income | -279400000 | USD | 2025 | 2026-02-27 |
| Assets | 15887300000 | USD | 2025 | 2026-02-27 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001236275.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2011 | 2012 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  |  |  |  |  |  |  |  |  | 54,517,000 | 56,900,000 | 6,842,200,000 |
| Net income | 2,616,548 | -1,235,170 |  |  |  | 262,432 | 6,794,226 | 175,647 | -134,434 | -282,219 | -1,070,000 | 28,000,000 | -279,400,000 |
| Operating income |  |  |  | 1,267,343 | 939,258 | -1,161,103 | -1,907,061 | 223,385 | -230,986 | -385,379 | -1,311,000 | -71,000,000 | -245,200,000 |
| Gross profit |  |  |  | 12,727,242 | 13,865,440 | 13,854,850 | 14,678,454 | 16,578,981 | 17,208,058 | 17,960,736 | 21,613,809 | 23,100,000 | 1,572,700,000 |
| Diluted EPS |  |  |  | 0.77 | -0.11 | 0.06 | 1.51 | 0.04 | -0.03 | -0.05 | -1.63 | -0.11 | -0.63 |
| Operating cash flow |  |  | 126,659 | 1,794,160 | 2,308,825 | 1,294,564 |  | 1,729,091 | 226,034 | 2,038,392 | 584,000 | 84,800,000 | 261,400,000 |
| Capital expenditures |  |  |  |  |  |  |  |  | 0.00 | 150,000 |  | 100,000 | 78,200,000 |
| Dividends paid |  |  |  |  |  |  |  |  |  |  | 1,051,000 | 17,400,000 | 0.00 |
| Assets |  |  |  | 10,659,429 | 10,412,248 | 11,744,385 | 18,953,272 | 15,901,408 | 17,998,762 | 21,438,067 | 20,495,000 | 5,098,300,000 | 15,887,300,000 |
| Liabilities |  |  |  | 5,688,513 | 6,185,127 | 7,410,225 | 10,058,612 | 8,621,416 | 8,641,939 | 11,885,603 | 13,024,000 | 45,400,000 | 6,180,500,000 |
| Stockholders' equity | -946,851 | -814,531 |  |  |  | 4,334,160 | 8,894,660 | 7,279,992 | 9,356,823 | 9,551,000 | 7,500,000 | 5,052,900,000 | 9,706,800,000 |
| Cash and cash equivalents |  |  |  | 1,621,049 | 2,235,347 | 1,900,857 | 8,658,401 | 6,595,416 | 6,814,117 | 8,008,633 | 6,143,000 | 5,068,500,000 | 2,361,600,000 |
| Free cash flow |  |  |  |  |  |  |  |  | 226,034 | 1,888,392 |  | 84,700,000 | 183,200,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2011 | 2012 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  |  |  |  |  |  |  |  |  |  | -1.96% | 49.21% | -4.08% |
| Operating margin |  |  |  |  |  |  |  |  |  |  | -2.40% | -124.78% | -3.58% |
| Return on equity |  |  |  |  |  | 6.05% | 76.39% | 2.41% | -1.44% | -2.95% | -14.27% | 0.55% | -2.88% |
| Return on assets |  |  |  |  |  | 2.23% | 35.85% | 1.10% | -0.75% | -1.32% | -5.22% | 0.55% | -1.76% |
| Liabilities / equity |  |  |  |  |  | 1.71 | 1.13 | 1.18 | 0.92 | 1.24 | 1.74 | 0.01 | 0.64 |
| Current ratio |  |  |  | 0.96 | 0.92 | 0.78 | 1.50 | 1.28 | 1.45 | 1.27 | 1.02 |  | 3.58 |

## As-reported value updates

3 tracked differences above grepcent's stated thresholds were found between the earliest XBRL-filed value and the value currently on file for the same fiscal period.

Ledger: /company/QXO/revisions/


## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-08-14. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001236275.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2021-Q3 | 2021-09-30 |  |  | -0.05 | reported discrete quarter |
| 2022-Q2 | 2022-06-30 |  |  | -0.02 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | -0.03 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 |  |  | 0.07 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 |  | -2,110,178 | -0.40 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 |  | 419,231 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 |  | 138,087 |  | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 14,540,000 | -591,000 | -9.93 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 13,155,000 | 17,132,000 | -0.01 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 14,743,000 | 11,289,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 13,508,000 | 8,755,000 | -0.03 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 1,906,400,000 | -58,500,000 | -0.15 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 2,728,300,000 | -139,400,000 | -0.24 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 2,194,100,000 | -90,200,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 1,730,200,000 | -227,100,000 | -0.35 | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 3,246,000,000 | -55,000,000 | -0.14 | reported discrete quarter |

## Filed narrative (10-K & 10-Q)

## Business

Verbatim Item 1 Business section from QXO's latest 10-K: [/company/QXO/business/](/company/QXO/business/).

## Risk Factors

Verbatim Item 1A Risk Factors from QXO's latest 10-K: [/company/QXO/risk-factors/](/company/QXO/risk-factors/).

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1236275/000162828026056919/qxo-20260630.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-08-14
Report date: 2026-06-30

Item 2. 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” or the “Company”) is the largest publicly-traded distributor of roofing, waterproofing and complementary building products in North America. The Company serves customers in all 50 states throughout the United States (the “U.S.”) and seven provinces in Canada. QXO plans to become the tech-enabled leader in the $800 billion building products distribution industry and is targeting $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth.

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

On April 29, 2025 (the “Beacon Closing Date”), the Company completed its acquisition of Beacon Roofing Supply, Inc. (“Beacon”), pursuant to the Agreement and Plan of Merger, dated as of March 20, 2025 (the “Beacon Merger Agreement”), by and among QXO, Beacon, and Queen MergerCo, Inc., a Delaware corporation and wholly-owned subsidiary of QXO (“Beacon Merger Sub”). Pursuant to the terms of the Beacon Merger Agreement, Beacon Merger Sub merged with and into Beacon (the “Beacon Acquisition”), with Beacon surviving as a wholly-owned subsidiary of QXO and being renamed QXO Building Products, Inc. (“QXO Building Products”), and the Company completed its acquisition of Beacon for a net purchase price of $10.64 billion.

Recent Developments

Acquisition of Kodiak

On April 1, 2026 (the “Kodiak Closing Date”), pursuant to the terms of the Agreement and Plan of Merger, dated as of February 10, 2026 (the “Kodiak Merger Agreement”), by and among QXO, Kodiak Building Partners, Inc., a Delaware corporation (“Kodiak”), Juno Merger Sub, Inc., a wholly-owned subsidiary of QXO (“Kodiak Merger Sub”), and CSC Shareholder Services LLC, in its capacity as shareholder representative, Kodiak Merger Sub merged with and into Kodiak (the “Kodiak Acquisition”), with Kodiak surviving as an indirect, wholly-owned subsidiary of QXO. The Company completed its acquisition of Kodiak for a net purchase price of $2.22 billion.

In connection with the closing of the Kodiak Acquisition, pursuant to the terms of the Investment Agreement, dated as of January 5, 2026 (as amended, the “Series C Investment Agreement”), between QXO and with AP Quince Holdings, L.P., a fund managed by affiliates of Apollo Global Management, Inc., and the other investors party thereto (collectively, the “Series C Investors”), the Company issued 200,000 shares of Series C Preferred Stock (as defined below) to the Series C Investors for $2.0 billion in gross proceeds, which was used to fund a portion of the Kodiak Acquisition. The remaining purchase price was financed through the issuance of 13.3 million shares of QXO common stock to Kodiak equityholders.

Acquisition of TopBuild

On July 1, 2026 (the “TopBuild Closing Date”), pursuant to the terms of the Agreement and Plan of Merger, dated as of April 18, 2026 (the “TopBuild Merger Agreement”), by and among QXO, TopBuild Corp. (“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 purchase price of approximately $15 billion.

In connection with the closing of the TopBuild Acquisition, QXO issued approximately 312.0 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.

38

Table of Contents

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.

[[GREPCENT_TABLE]]
[["","Three Months Ended June 30,","","","","% of net sales(1)","","Six Months Ended June 30,","","","","% of net sales(1)"],["(in millions, except percentages)","2026","","2025","","","","2026","","2025","","2026","","2025","","","","2026","","2025"],["Net sales","$","3,246","","","$","1,906","","","","","100.0","%","","100.0","%","","$","4,976","","","$","1,920","","","","","100.0","%","","100.0","%"],["Cost of products sold","2,443","","","1,505","","","","","75.3","%","","78.9","%","","3,764","","","1,513","","","","","75.6","%","","78.8","%"],["Gross profit","803","","","401","","","","","24.7","%","","21.1","%","","1,212","","","407","","","","","24.4","%","","21.2","%"],["Operating expense:"],["Selling, general and administrative","649","","","457","","","","","20.0","%","","24.0","%","","1,146","","","501","","","","","23.0","%","","26.1","%"],["Depreciation","56","","","27","","","","","1.7","%","","1.4","%","","103","","","27","","","","","2.1","%","","1.4","%"],["Amortization","140","","","80","","","","","4.3","%","","4.2","%","","257","","","80","","","","","5.2","%","","4.2","%"],["Total operating expense","845","","","564","","","","","26.0","%","","29.6","%","","1,506","","","608","","","","","30.3","%","","31.7","%"],["Loss from operations","(42)","","","(163)","","","","","(1.3)","%","","(8.5)","%","","(294)","","","(201)","","","","","(5.9)","%","","(10.5)","%"],["Interest (expense) income, net","(38)","","","(30)","","","","","(1.2)","%","","(1.6)","%","","(69)","","","26","","","","","(1.4)","%","","1.4","%"],["Loss on debt extinguishment","\u2014","","","(46)","","","","","\u2014","%","","(2.4)","%","","\u2014","","","(46)","","","","","\u2014","%","","(2.4)","%"],["Other income, net","3","","","2","","","","","0.1","%","","0.1","%","","6","","","2","","","","","0.1","%","","0.1","%"],["Loss before benefit from income taxes","(77)","","","(237)","","","","","(2.4)","%","","(12.4)","%","","(357)","","","(219)","","","","","(7.2)","%","","(11.4)","%"],["Benefit from income taxes","(22)","","","(178)","","","","","(0.7)","%","","(9.3)","%","","(75)","","","(169)","","","","","(1.5)","%","","(8.8)","%"],["Net loss","$","(55)","","","$","(59)","","","","","(1.7)","%","","(3.1)","%","","$","(282)","","","$","(50)","","","","","(5.7)","%","","(2.6)","%"],["(1) Percent of net sales may not foot due to rounding."]]
[[/GREPCENT_TABLE]]

Three and Six Months Ended June 30, 2026 Compared with Three and Six Months Ended June 30, 2025

Net Sales

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

[[GREPCENT_TABLE]]
[["","Three Months Ended June 30,","","","","% of net sales"],["(in millions, except percentages)","2026","","2025","","","","","","2026","","2025"],["Residential roofing products","$","1,266","","","$","930","","","","","","","39.0","%","","48.7","%"],["Non-residential roofing products","736","","","536","","","","","","","22.7","%","","28.1","%"],["Complementary building products","1,229","","","426","","","","","","","37.9","%","","22.4","%"],["Software products and services","15","","","14","","","","","","","0.4","%","","0.8","%"],["Total net sales","$","3,246","","","$","1,906","","","","","","","100.0","%","","100.0","%"]]
[[/GREPCENT_TABLE]]

Net sales for the three months ended June 30, 2026 increased to $3.25 billion compared to $1.91 billion for the three months ended June 30, 2025. The increase in net sales was primarily driven by the Kodiak Acquisition and Beacon Acquisition as Kodiak’s net sales and Beacon’s net sales are included in net sales for the three months ended June 30, 2026. Net sales for the three months ended June 30, 2025 include Beacon’s net sales from the date of acquisition on April 29, 2025 through June 30, 2025. In addition, Kodiak contributed net sales of $595 million during the three months ended June 30, 2026, which are included within complementary building products net sales in the table above.

[[GREPCENT_TABLE]]
[["","","","","","","","Six Months Ended June 30,","","","","% of net sales"],["(in millions, except percentages)","","","","","","","","","","","","","2026","","2025","","","","","","2026","","2025"],["Residential roofing products","","","","","","","","","","","","","$","2,064","","","$","930","","","","","","","41.5","%","","48.5","%"],["Non-residential roofing products","","","","","","","","","","","","","1,200","","","536","","","","","","","24.1","%","","27.9","%"],["Complementary building products","","","","","","","","","","","","","1,682","","","426","","","","","","","33.8","%","","22.2","%"],["Software products and services","","","","","","","","","","","","","30","","","28","","","","","","","0.6","%","","1.4","%"],["Total net sales","","","","","","","","","","","","","$","4,976","","","$","1,920","","","","","","","100.0","%","","100.0","%"]]
[[/GREPCENT_TABLE]]

39

Table of Contents

Net sales for the six months ended June 30, 2026 increased to $4.98 billion compared to $1.92 billion for the six months ended June 30, 2025. The increase in net sales was primarily driven by the Beacon Acquisition as Beacon’s net sales are included in net sales for the six months ended June 30, 2026. Net sales for the three months ended June 30, 2025 include Beacon’s net sales from the date of acquisition on April 29, 2025 through June 30, 2025. In addition, Kodiak contributed net sales of $595 million during the six months ended June 30, 2026, which are included within complementary building products net sales in the table above.

Gross Profit and Gross Profit Margin

Gross profit for the three months ended June 30, 2026 increased to $803 million, up from $401 million for the three months ended June 30, 2025. Gross profit for the six months ended June 30, 2026 increased to $1.21 b

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A (excerpt)

Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/1236275/000162828026012601/qxo-20251231.htm
Complete FY 2025 MD&A: /company/QXO/mda/fy2025/

Extracted from a substantive MD&A body after the formal Item 7 span was a TOC or reference stub.
Confidence: high
Filing date: 2026-02-27
Report date: 2025-12-31

Overview

Prior to the Beacon Acquisition (as defined below), QXO, Inc. (“QXO”, “we”, “our”, or the “Company”) was primarily a technology solutions and professional services company, providing critical software applications, consulting and other professional services, including specialized programming, training and technical support to small and mid-size companies in the manufacturing, distribution and services industries.

Beacon Acquisition

On March 20, 2025, QXO entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Beacon Roofing Supply, Inc., a Delaware corporation (“Beacon”), and Queen MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Merger Sub”), pursuant to which QXO agreed to acquire Beacon for a purchase price of $124.35 per share of common stock (the “Merger Consideration”) of Beacon (the “Beacon Acquisition”). On April 29, 2025 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into Beacon, with Beacon remaining as the surviving entity and being renamed QXO Building Products, Inc. (“QXO Building Products”), and the Company completed its acquisition of Beacon in a transaction that valued Beacon at $10.6 billion.

As a result of the Beacon Acquisition, QXO has transitioned to a building products distribution company and is the largest publicly-traded distributor of roofing, waterproofing, and complementary building products in North America. We plan to become the tech-enabled leader in the $800 billion building products distribution industry and generate outsized value for shareholders. We are executing our strategy toward a target of $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth.

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.

[[GREPCENT_TABLE]]
[["","","","","","","","Year Ended December 31,","","","","% of net sales(2)"],["(in millions, except percentages)","","","","","","","","","","","2025(1)","","2024","","","","2025","","2024"],["Net sales","","","","","","","","","","","$","6,842.2","","","$","56.9","","","","","100.0","%","","100.0","%"],["Cost of products sold","","","","","","","","","","","5,269.5","","","33.8","","","","","77.0","%","","59.4","%"],["Gross profit","","","","","","","","","","","1,572.7","","","23.1","","","","","23.0","%","","40.6","%"],["Operating expense:"],["Selling, general and administrative","","","","","","","","","","","1,394.8","","","93.0","","","","","20.4","%","","163.4","%"],["Depreciation","","","","","","","","","","","108.4","","","0.2","","","","","1.6","%","","0.4","%"],["Amortization","","","","","","","","","","","314.7","","","0.9","","","","","4.6","%","","1.6","%"],["Total operating expense","","","","","","","","","","","1,817.9","","","94.1","","","","","26.6","%","","165.4","%"],["Loss from operations","","","","","","","","","","","(245.2)","","","(71.0)","","","","","(3.6)","%","","(124.8)","%"],["Interest (expense) income, net","","","","","","","","","","","(47.7)","","","121.8","","","","","(0.7)","%","","214.1","%"],["Loss on debt extinguishment","","","","","","","","","","","(49.7)","","","\u2014","","","","","(0.7)","%","","\u2014","%"],["Other income, net","","","","","","","","","","","5.5","","","\u2014","","","","","0.1","%","","\u2014","%"],["(Loss) income before (benefit from) provision for income taxes","","","","","","","","","","","(337.1)","","","50.8","","","","","(4.9)","%","","89.3","%"],["(Benefit from) provision for income taxes","","","","","","","","","","","(57.7)","","","22.8","","","","","(0.8)","%","","40.1","%"],["Net (loss) income","","","","","","","","","","","$","(279.4)","","","$","28.0","","","","","(4.1)","%","","49.2","%"],["(1) Results include Beacon\u2019s operations from the date of acquisition on April 29, 2025 through December 31, 2025."],["(2) Percent of net sales may not foot due to rounding."]]
[[/GREPCENT_TABLE]]

24

Table of Contents

Comparison of the Years Ended December 31, 2025 and 2024

Net Sales

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

[[GREPCENT_TABLE]]
[["","","","","","","","Year Ended December 31,","","","","% of net sales"],["(in millions, except percentages)","","","","","","","","","","","","","2025(1)","","2024","","","","","","2025","","2024"],["Residential roofing products","","","","","","","","","","","","","$","3,307.1","","","$","\u2014","","","","","","","48.3","%","","\u2014","%"],["Non-residential roofing products","","","","","","","","","","","","","1,883.9","","","\u2014","","","","","","","27.5","%","","\u2014","%"],["Complementary building products","","","","","","","","","","","","","1,592.7","","","\u2014","","","","","","","23.3","%","","\u2014","%"],["Software products and services","","","","","","","","","","","","","58.5","","","56.9","","","","","","","0.9","%","","100.0","%"],["Total net sales","","","","","","","","","","","","","$","6,842.2","","","$","56.9","","","","","","","100.0","%","","100.0","%"],["(1) Net sales include Beacon\u2019s operations from the date of acquisition on April 29, 2025 through December 31, 2025."]]
[[/GREPCENT_TABLE]]

Net sales for the year ended December 31, 2025 increased to $6.84 billion compared to $56.9 million for the year ended December 31, 2024. The increase in net sales was primarily driven by the Beacon Acquisition as Beacon’s net sales for the period of April 29, 2025 through December 31, 2025 are included in net sales for the year ended December 31, 2025. Beacon’s sales for the year ended December 31, 2025, which includes sales for the pre-acquisition period of January 1, 2025 through April 28, 2025, were down relative to Beacon’s sales for the year ended December 31, 2024 primarily due to macroeconomic headwinds consistent with the broader building products industry as well as the absence of named storms in the U.S. during the year ended December 31, 2025.

Cost of Products Sold

Cost of products sold for the year ended December 31, 2025 increased to $5.27 billion, up from $33.8 million for the year ended December 31, 2024. The comparative increase was primarily due to higher cost of products sold associated with increased net sales as a result of the Beacon Acquisition. Cost of products sold was also negatively impacted by the inventory fair value adjustments of $131.7 million as a result of recording Beacon’s inventory at fair value on the acquisition date.

Selling, General and Administrative (“SG&A”) Expense

SG&A expense for the year ended December 31, 2025 increased to $1.39 billion, up from $93.0 million for the year ended December 31, 2024. The increase in SG&A expense was primarily driven by costs incurred to support the ongoing operations of our business subsequent to the Beacon Acquisition, including 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 stock-based compensation expense of $110.1 million, acquisition-related transaction costs of $70.9 million and restructuring charges of $56.8 million.

Depreciation Expense

Depreciation expense was $108.4 million for the year ended December 31, 2025, compared to $0.2 million for the year ended December 31, 2024. The comparative increase was primarily due to an increase in property and equipment as a result of the Beacon Acquisition.

Amortization Expense

Amortization expense was $314.7 million for the year ended December 31, 2025, compared to $0.9 million for the year ended December 31, 2024. The comparative increase was primarily due to amortization expense associated with new customer relationships and trade names intangible assets recognized as a result of the Beacon Acquisition.

Interest (Expense) Income, Net

Interest (expense) income, net was $(47.7) million for the year ended December 31, 2025, compared to $121.8 million for the year ended December 31, 2024. The comparative increase in interest expense was primarily due to additional debt that was issued by QXO Building Products in connection with the Beacon Acquisition, resulting in higher interest expense. Interest (expense) income, net for the year ended December 31, 2025 was partially offset by interest income of $125.8 million recognized on interest-bearing cash accounts. Interest (expense) income, net for the year ended December 31, 2024 was $121.8 million comprised of interest income of $121.9 million recognized on interest-bearing cash accounts and interest expense of $0.1 million.

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Table of Contents

Loss on Debt Extinguishment

Loss on debt extinguishment was $49.7 million for the year ended December 31, 2025 due to the principal prepayment of $1.40 billion under the Term Loan Facility in May 2025 and the subsequent refinancing of the Term Loan Facility in November 2025. The loss on debt extinguishment includes the pro-rata extinguishment of previously capitalized original issue discounts and debt issuance costs and third-party fees associated with the modification of the Term Loan Facility.

Income Taxes

The Company’s effective tax rate for the year ended December 31, 2025 was 17.1%, compared to 45.0% for the year ended December 31, 2024. The Company’s effective tax rates for the year ended December 31, 2025 and 2024 were 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), excess tax benefits related to equity compensation and non-deductible transaction costs due to the Beacon Acquisition, coupled with the pre-tax loss during the year ended December 31, 2025.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the U.S. The OBBBA includes numerous provisions that affect corporate taxation, including changes to bonus depreciation, the expensing of domestic research costs, and modifications to certain U.S. international tax rules. The Company has analyzed the impacts of the OBBBA and reflected them in the current period. These impacts do not have a material effect on the tax rate for the year ended December 31, 2025.

Realization of our deferred tax assets depends on the reversal of our deferred tax liabilities. 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 utilization of tax attributes net operating loss carryforwards through the realization of deferred tax liabilities.

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 Annual Report Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Net Income (Loss), Adjusted Diluted Earnings (Loss) per Common Share (“Adjusted Diluted EPS”), 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; restructur

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]

Read the full FY 2025 MD&A: /company/QXO/mda/fy2025/
All MD&A years: /company/QXO/mda/


## MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page.

- [FY 2024 MD&A](/company/QXO/mda/fy2024/): filed 2025-03-04; accession 0001628280-25-009626 (https://www.sec.gov/Archives/edgar/data/1236275/000162828025009626/qxo-20241231.htm)
- [FY 2023 MD&A](/company/QXO/mda/fy2023/): filed 2024-03-14; accession 0001185185-24-000237 (https://www.sec.gov/Archives/edgar/data/1236275/000118518524000237/silversun20231231_10k.htm)
- [FY 2022 MD&A](/company/QXO/mda/fy2022/): filed 2023-02-28; accession 0001185185-23-000161 (https://www.sec.gov/Archives/edgar/data/1236275/000118518523000161/silversun20221231_10k.htm)
- [FY 2021 MD&A](/company/QXO/mda/fy2021/): filed 2022-03-29; accession 0001185185-22-000335 (https://www.sec.gov/Archives/edgar/data/1236275/000118518522000335/silversun20211231_10k.htm)




## Macro cross-references

Indicators mapped to this company's SIC classification (industry 5030 Wholesale-Lumber & Other Construction Materials) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim.

- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity

Macro-to-micro threads including this sector: [Money & trade](/thread/money-trade/), [Industrial orders & inventories](/thread/industrial-orders/), [Trade & external](/thread/trade-external/).

All macro indicators: /indicators/


## For LLMs & downloads

Markdown twin: /company/QXO.md · JSON record: /company/QXO.json · verified financials: /company/QXO/financials.json / /company/QXO/financials.csv · machine TOC for the whole site: /llms.txt