Welcome to our dedicated page for QXO SEC filings (Ticker: QXO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The QXO, Inc. (NYSE: QXO) SEC filings page on Stock Titan provides access to the company’s official regulatory disclosures, including 8-K current reports, annual reports on Form 10-K, quarterly reports on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission. QXO is an industrial distribution company that identifies itself as the largest publicly traded distributor of roofing, waterproofing and complementary building products in North America, and its filings offer detailed information about this business and its capital structure.
Through QXO’s 10-K and 10-Q filings, investors can review discussions of its building products distribution operations, risk factors, management’s analysis, and both GAAP and non-GAAP financial measures such as Adjusted Gross Profit, Adjusted Net Income, Adjusted Diluted EPS and Adjusted EBITDA. These reports also describe how the company calculates these non-GAAP metrics and how management uses them in financial, operating and planning decisions.
QXO’s Form 8-K filings document material events, including financing transactions, credit agreement amendments, earnings releases and investment agreements. For example, recent 8-Ks describe an Investment Agreement for Series C Convertible Perpetual Preferred Stock, with commitments up to $3.0 billion led by funds managed by affiliates of Apollo Global Management, Inc. and other investors, as well as amendments to term loan facilities. These filings outline terms such as dividend rates, conversion prices, ranking of securities, voting rights, standstill provisions and transfer restrictions.
Investors can also track information related to preferred stock and capital structure, including Series B Mandatory Convertible Preferred Stock and Series C Convertible Perpetual Preferred Stock, as well as the listing of QXO common stock and preferred depositary shares on the New York Stock Exchange. Stock Titan enhances these filings with AI-powered summaries that explain key provisions, highlight important changes and help users interpret complex capital markets and acquisition-related disclosures, while maintaining a direct link to the underlying SEC documents for full detail.
QXO, Inc. files its annual report describing its transformation into a major building products distributor following the 2025 acquisition of Beacon Roofing Supply, now QXO Building Products. The acquired business operates about 600 branches across the U.S. and Canada, serving over 110,000 customers.
QXO targets long-term leadership in an approximately $800 billion global building products distribution market and is aiming for $50 billion in annual revenue within the next decade through acquisitions, organic growth and technology-driven efficiency. Management plans margin expansion via supply-chain optimization, organizational redesign and AI-enabled pricing, inventory and sales tools.
Recent developments include a January 2026 investment agreement for up to $3.0 billion of Series C convertible preferred stock to fund large acquisitions, a January 2026 equity offering raising $749.4 million in net proceeds, and a definitive agreement to acquire Kodiak Building Partners for about $2.25 billion. The report also highlights substantial existing debt, industry cyclicality, IT and cybersecurity risks, reliance on key leaders, and extensive acquisition execution risk.
QXO, Inc. reported rapid scale-up in 2025, driven by acquisitions, but remained unprofitable on a GAAP basis. For the fourth quarter, net sales were $2.19 billion, with a GAAP basic and diluted loss per common share of $(0.17), mainly from acquisition-related amortization and transaction costs. Q4 Adjusted Net Income was $52.1 million, and Adjusted Diluted EPS was $0.02, highlighting stronger underlying performance than GAAP results suggest.
For full-year 2025, QXO generated $6.84 billion of net sales and a GAAP basic and diluted loss per common share of $(0.63), while Adjusted Diluted EPS reached $0.34. Full-year Adjusted EBITDA was $647.8 million, a 9.5% Adjusted EBITDA Margin, reflecting the integration of Beacon Roofing Supply, whose operations are included from April 29, 2025.
Management emphasized integration progress at the legacy Beacon business and highlighted a recently announced $2.25 billion agreement to acquire Kodiak Building Partners, expected to close early in the second quarter of 2026, subject to customary conditions, and be highly accretive to 2026 earnings. With Kodiak, QXO estimates its EBITDA run rate exceeds $1 billion and its total addressable market rises to more than $200 billion, supporting a long-term goal of $50 billion in annual revenue.
QXO, Inc. received an updated Schedule 13G/A from Orbis-affiliated investment advisers reporting significant ownership of its common stock. Orbis Investment Management Ltd, Allan Gray Australia Pty Ltd, and Orbis Investment Management (U.S.), L.P. together report beneficial ownership of 85,484,474 QXO common shares, representing 12.7% of the class as of 12/31/2025.
Orbis Investment Management Ltd holds sole voting and dispositive power over 84,183,637 shares, Allan Gray Australia over 20,192 shares, and Orbis Investment Management (U.S.), L.P. over 1,280,645 shares. The firms state the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of QXO, and each disclaims beneficial ownership of shares held by the others.
QXO, Inc. received an Amendment No. 3 to a Schedule 13G from MFN Partners and related entities reporting their current stake in the company. The group, including MFN Partners, LP and its affiliated general partners, investment adviser and managing members, now reports beneficial ownership of 30,277,326 shares of QXO common stock.
This position represents 4.5% of QXO’s outstanding common stock, based on 674,392,035 shares outstanding as of October 30, 2025. The filing notes ownership of 5% or less of the class and is made on a passive investor basis, with the reporting persons certifying the shares are not held to change or influence control of QXO.
Morgan Stanley and Morgan Stanley Investment Management Inc. report significant passive ownership stakes in QXO, Inc. common stock. As of the event date, they beneficially own 57,700,582 shares, representing 8.6% of the outstanding common stock.
They report no sole voting or dispositive power, but shared voting power over 51,435,347 shares and shared dispositive power over 57,700,582 shares. The firms state that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of QXO. The filing is signed by authorized signatories for both entities.
QXO, Inc. has agreed to acquire Kodiak Building Partners, merging a QXO subsidiary into Kodiak to make it an indirect, wholly owned subsidiary. The purchase price includes
The transaction is expected to be highly accretive to QXO’s 2026 earnings and to expand QXO’s addressable market to more than
QXO, Inc. reported a Form 4 for Chief Legal Officer Christopher J. Signorello showing vesting of performance-based equity. On January 15, 2026, 46,406 Performance Stock Units (PSUs) were converted into the same number of common shares at an exercise price of $0.00 per share. To cover tax liabilities from this vesting, the issuer withheld 21,902 shares at a value of $25.52 per share, leaving Signorello with 150,904 common shares held directly.
Each PSU represents a right to receive one share of common stock, with vesting tied to QXO’s total shareholder return versus the S&P 500. The maximum vesting is capped at 225% of the target PSUs, and the compensation committee certified that performance for the initial period reached this 225% level. The after-tax shares received upon settlement are subject to a transfer lock-up through December 31, 2029.
QXO, Inc. Chief Executive Officer, director, and 10% owner Bradley S. Jacobs reported the vesting of 2,001,888 Performance Stock Units (PSUs) on January 15, 2026, which were converted into the same number of shares of common stock at an exercise price of $0.00. To cover tax liabilities from this vesting, 928,239 shares of common stock were withheld by QXO at a price of $25.52, with no discretionary or open market sales taking place. After these transactions, Jacobs directly held 1,382,083 shares of common stock and 6,228,100 PSUs. The PSUs vest based on QXO’s total shareholder return relative to the S&P 500 over multiple performance periods, with the initial period’s goals certified at 225% of target and the after-tax shares subject to a transfer lock-up through December 31, 2029.
QXO, Inc. Chief Financial Officer Essaid Ihsan reported the vesting and settlement of performance-based stock units and related tax withholding. On January 15, 2026, 319,920 Performance Stock Units (PSUs) were converted into an equal number of shares of QXO common stock at an exercise price of $0.00. In connection with this vesting, the company withheld 148,650 shares of common stock at $25.52 per share to cover tax liabilities, and no shares were sold in open market transactions.
The filing shows that 348,882 shares of common stock were beneficially owned directly by the CFO after these transactions, and 995,313 PSUs remained beneficially owned as derivative securities. The PSUs vest based on QXO’s total shareholder return relative to S&P 500 companies, with a maximum payout of 225% of target. For the initial performance period ending December 31, 2025, goals were certified at 225% of target, resulting in 177,733 shares above the original target. After-tax shares from this PSU award are locked up and cannot be transferred until December 31, 2029.
QXO, Inc. entered into an underwriting agreement with BofA Securities to sell 31,645,570 shares of common stock at a public offering price of $23.80 per share. The company also granted the underwriter an option to purchase up to an additional 4,746,835 shares of common stock. QXO expects to receive approximately $750 million in net proceeds from the offering, or approximately $862.5 million if the underwriter fully exercises its option. The common stock sale is being conducted under an effective automatic shelf registration statement on Form S-3ASR, using a preliminary and final prospectus supplement filed with the SEC. The agreement includes customary representations, covenants, and indemnification provisions, and QXO filed the underwriting agreement, legal opinion, and related press release as exhibits.