QXO (NYSE: QXO) shares preliminary results, pro forma financial statements

Rhea-AI Filing Summary

QXO, Inc. filed a current report describing two key updates related to its recent growth. The company furnished a press release with certain preliminary financial results for the three months ended December 31, 2025, giving an early look at how the business performed in that quarter.

The report also provides unaudited pro forma combined financial statements for QXO and QXO Building Products, Inc., formerly Beacon Roofing Supply, Inc., which QXO acquired on April 29, 2025. These pro forma statements cover the year ended December 31, 2024 and the nine months ended September 30, 2025, and show how the combined company’s results might have looked if the acquisition had occurred on January 1, 2024. The document does not modify the historical financial statements previously included in QXO’s Form 10-Q for the nine months ended September 30, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2026

QXO, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38063		16-1633636
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Five American Lane Greenwich, Connecticut		06831
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 888-998-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.00001 per share		QXO		New York Stock Exchange
Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share		QXO.PRB		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On January 15, 2026, QXO, Inc., a Delaware corporation (the “Company” or “QXO”), issued a press release announcing certain preliminary financial results for the three months ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

As previously reported, on April 29, 2025, QXO completed the acquisition (the “Acquisition”) of QXO Building Products, Inc., a Delaware corporation formerly known as Beacon Roofing Supply, Inc. (“QXO Building Products”), pursuant to the Agreement and Plan of Merger, dated as of March 20, 2025, by and among QXO, QXO Building Products and Queen MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO.

This Current Report on Form 8-K is being filed to provide the unaudited pro forma combined financial information for QXO and QXO Building Products. This Current Report on Form 8-K does not modify or update the condensed consolidated financial statements of QXO included in QXO’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2025, nor does it reflect any subsequent information or events.

The unaudited pro forma combined financial statements of QXO and QXO Building Products, consisting of the unaudited pro forma combined statements of operations of QXO and QXO Building Products for the year ended December 31, 2024 and for the nine months ended September 30, 2025, giving effect to the Acquisition as if it had occurred on January 1, 2024, together with the notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated January 15, 2026, relating to preliminary financial results.
99.2		Unaudited pro forma combined financial information.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 15, 2026

	QXO, INC.
	By:	/s/ Ihsan Essaid
		Name:	Ihsan Essaid
		Title:	Chief Financial Officer

FAQ

What did QXO (QXO) disclose in this Form 8-K?

QXO, Inc. reported that it furnished a press release with certain preliminary financial results for the three months ended December 31, 2025 and provided unaudited pro forma combined financial information related to its acquisition of QXO Building Products, Inc.

What period do QXO’s preliminary results cover?

The preliminary financial results described by QXO, Inc. relate to the three months ended December 31, 2025, and are included in a press release furnished as Exhibit 99.1.

What is the purpose of the unaudited pro forma financial information QXO provided?

The unaudited pro forma combined statements show how the results of QXO, Inc. and QXO Building Products, Inc. might have appeared for the year ended December 31, 2024 and the nine months ended September 30, 2025, as if the acquisition had occurred on January 1, 2024.

Which acquisition is reflected in QXO’s pro forma statements?

The pro forma statements reflect QXO, Inc.’s acquisition of QXO Building Products, Inc., a Delaware corporation formerly known as Beacon Roofing Supply, Inc., which was completed on April 29, 2025.

Does this QXO 8-K change previously filed financial statements?

The report states that it does not modify or update the condensed consolidated financial statements of QXO, Inc. included in its Form 10-Q for the nine months ended September 30, 2025, nor does it reflect subsequent information or events.

Which exhibits are included with this QXO (QXO) report?

The report includes Exhibit 99.1, a press release with preliminary financial results; Exhibit 99.2, unaudited pro forma combined financial information; and Exhibit 104, the cover page interactive data file embedded in Inline XBRL.