QXO (NYSE: QXO) details $17B TopBuild deal and Q1 2026 loss
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
QXO, Inc. reported first quarter 2026 net sales of $1.73 billion and a net loss of $227.1 million, or $(0.35) per basic and diluted common share, reflecting higher costs and acquisition-related expenses. Net margin was (13.1)%. On a non-GAAP basis, QXO reported Adjusted Net Loss of $57.2 million, Adjusted Diluted Loss per Common Share of $(0.12), and Adjusted EBITDA of $1.2 million, for an Adjusted EBITDA Margin of 0.1%.
During the quarter, QXO completed a registered common stock offering of 31.6 million shares, raising approximately $749 million, and obtained commitments of up to $3.0 billion for Series C Convertible Perpetual Preferred Stock. On April 1, 2026, it closed the $2.25 billion acquisition of Kodiak Building Partners, funded with $2.0 billion in cash and 13.2 million QXO shares, and issued 200,000 shares of Series C Preferred Stock for $2.0 billion in cash. On April 18, 2026, QXO agreed to acquire TopBuild Corp. for approximately $17.0 billion in cash and stock, with closing expected in the third quarter of 2026, subject to customary approvals.
Positive
- Transformative acquisitions and scale trajectory: Closing the $2.25 billion Kodiak deal and agreeing to acquire TopBuild for approximately $17.0 billion would significantly expand QXO’s scale within North American building products distribution if successfully integrated and completed.
Negative
- Large GAAP losses and expanding obligations: QXO reported a Q1 2026 net loss of $227.1 million and is funding sizable acquisitions with new equity, preferred stock and debt, increasing complexity and financial commitments during a period of industry softness.
Insights
QXO is scaling rapidly via large acquisitions while posting sizable GAAP losses.
QXO generated first quarter 2026 net sales of $1.73 billion but recorded a net loss of $227.1 million. Non-GAAP metrics were less negative, with Adjusted Net Loss of $57.2 million and Adjusted EBITDA of $1.2 million, indicating near break-even performance on an adjusted basis.
Strategically, QXO is pursuing aggressive consolidation. It completed the $2.25 billion Kodiak acquisition and signed a definitive agreement to acquire TopBuild for approximately $17.0 billion. These deals, alongside equity and preferred financings, position the company to become one of the largest building products distributors in North America.
Execution risk centers on integrating Beacon, Kodiak and the planned TopBuild acquisition while managing higher leverage and preferred equity obligations. Investors will likely focus on future disclosures for closing of the TopBuild transaction, realization of cost and revenue synergies, and progression from adjusted break-even to sustainable profitability.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Net sales: $1,730.2 million
Net loss: $227.1 million
Basic and diluted loss per share: $(0.35) per share
+5 more
8 metrics
Net sales
$1,730.2 million
Three months ended March 31, 2026
Net loss
$227.1 million
Three months ended March 31, 2026
Basic and diluted loss per share
$(0.35) per share
Three months ended March 31, 2026
Adjusted Net Loss
$57.2 million
Non-GAAP, three months ended March 31, 2026
Adjusted EBITDA
$1.2 million
Non-GAAP, three months ended March 31, 2026
Kodiak acquisition value
$2.25 billion
Total purchase price for Kodiak Building Partners
TopBuild acquisition value
$17.0 billion
Agreed consideration in cash and stock
Equity raise proceeds
$749 million
Net proceeds from January 2026 common stock offering
Key Terms
Adjusted EBITDA, Adjusted Net Loss, Mandatory Convertible Preferred Stock, Series C Convertible Perpetual Preferred Stock, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA, a non-GAAP financial measure, was $1.2 million for the three months ended March 31, 2026."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted Net Loss financial
"Adjusted Net Loss, a non-GAAP financial measure, was $57.2 million for the three months ended March 31, 2026."
Adjusted net loss is the company’s reported net loss after removing one-time, non-cash, or unusual items that management says obscure underlying results, such as restructuring charges, asset write-downs, or stock-based pay. Investors use it to focus on the business’s core profitability — like smoothing out potholes to judge road quality — but should be cautious because choices about what to exclude can make performance look better than it really is.
Mandatory Convertible Preferred Stock financial
"Mandatory Convertible Preferred Stock, $0.001 par value; 0.6 shares authorized, issued and outstanding as of March 31, 2026 and December 31, 2025"
A mandatory convertible preferred stock is a type of investment that pays regular income like a preferred share but is designed to automatically turn into a set number of common shares at a future date, much like a timed coupon that becomes company ownership. It matters to investors because it combines a near-term income stream with a guaranteed future increase in the company’s share count, which can dilute existing owners and change earnings-per-share and voting balance.
Series C Convertible Perpetual Preferred Stock financial
"commitments from investors to invest up to $3.0 billion for the issuance of up to 300,000 shares of Series C Convertible Perpetual Preferred Stock"
A Series C convertible perpetual preferred share is a specific class of company stock that pays priority dividends and sits ahead of common shares for payouts, can be swapped into common equity under set terms, and has no fixed maturity date so it does not automatically expire or get repaid. Investors care because it offers steadier income and downside protection compared with common stock, but conversion can dilute existing shareholders and the perpetual feature means the company isn’t obliged to repay principal like a bond.
Non-GAAP financial measures financial
"QXO’s non-GAAP financial measures in this press release include: Adjusted Net Loss, Adjusted Diluted Loss per Common Share, Adjusted EBITDA, and Adjusted EBITDA Margin."
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Restructuring costs financial
"We calculate Adjusted Net Loss as net (loss) income excluding amortization; stock-based compensation; restructuring costs; transaction costs; transformation costs;"
Restructuring costs are the immediate expenses a company incurs when reorganizing operations, such as closing facilities, laying off staff, breaking leases, or consolidating divisions. Investors care because these upfront outlays can lower short-term profits but may reduce future running costs or improve efficiency—like paying to renovate a house to make it cheaper to maintain—so they signal whether near-term earnings are being affected and what benefits might follow.
Earnings Snapshot
Revenue: $1,730.2 million
Q1 2026
Revenue
$1,730.2 million
Net income (loss)
$(227.1) million
EPS (basic and diluted)
$(0.35)
Adjusted Net Loss
$57.2 million
Adjusted EBITDA
$1.2 million
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): May 12, 2026
______________________________
(Exact name of registrant as specified in its charter)
______________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(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 | ||||||||||||
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 o
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. o
Item 2.02 Results of Operations and Financial Condition.
On May 12, 2026, QXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. | Description | |||||||
| 99.1 | Press release, dated May 12, 2026, issued by QXO, Inc. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: May 12, 2026 | QXO, INC. | ||||||||||
By: | /s/ Ihsan Essaid | ||||||||||
| Ihsan Essaid | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
QXO Reports First Quarter 2026 Results
GREENWICH, Conn. — May 12, 2026 — QXO, Inc. (“QXO” or the “Company”) (NYSE: QXO) today issued its financial results for the first quarter 2026. The Company reported a basic and diluted loss per common share of $(0.35) and an Adjusted Diluted Loss per Common Share, a non-GAAP financial measure, of $(0.12) for the three months ended March 31, 2026.
FIRST QUARTER 2026 SUMMARY RESULTS
| Three Months Ended March 31, | |||||||||||
| (in millions, except for per share data) | 2026 | 2025 | |||||||||
| Net sales | $ | 1,730.2 | $ | 13.5 | |||||||
| Net (loss) income | $ | (227.1) | $ | 8.8 | |||||||
| Net margin | (13.1) | % | 65.2 | % | |||||||
Adjusted EBITDA(1) | $ | 1.2 | $ | (9.0) | |||||||
Adjusted EBITDA Margin(1) | 0.1 | % | (66.7) | % | |||||||
Adjusted Net Loss(1) | $ | (57.2) | N/M | ||||||||
Basic and diluted loss per common share | $ | (0.35) | N/M | ||||||||
Adjusted Diluted Loss per Common Share(1) | $ | (0.12) | N/M | ||||||||
N/M - Not meaningful | |||||||||||
(1) See the “Non-GAAP Financial Measures” section of the press release. | |||||||||||
Brad Jacobs, chairman and chief executive officer of QXO, said, “Our first quarter results reflect the softness we’re seeing in the building products industry, and our investments in the business, including people and technology. Operationally, we continue to execute our integration plan across the legacy Beacon business, supported by disciplined investments in technology, sales capacity, and other long-term initiatives. On M&A, we recently closed the $2.25 billion acquisition of Kodiak Building Partners, and announced the landmark $17 billion acquisition of TopBuild. Once we close the TopBuild deal, which is expected in the third quarter, QXO will be the second largest publicly traded building products distributor in North America. We remain firmly on track to achieve $50 billion in annual revenue within a decade.”
First Quarter Highlights
Operational Results
Net sales were $1.73 billion for the three months ended March 31, 2026.
Adjusted Net Loss, a non-GAAP financial measure, was $57.2 million for the three months ended March 31, 2026. Adjusted Diluted Loss per Common Share, a non-GAAP financial measure, was $(0.12) for the three months ended March 31, 2026.
Adjusted EBITDA, a non-GAAP financial measure, was $1.2 million for the three months ended March 31, 2026.
Acquisitions and Financings
In January 2026, we completed a registered common stock offering of 31.6 million shares and raised net proceeds of approximately $749 million. In addition, we received commitments from investors to invest up to $3.0 billion for the issuance of up to 300,000 shares of Series C Convertible Perpetual Preferred Stock with a stated value of $10,000 per share (the “Series C Preferred Stock”). The commitments are contingent upon the closing of one or more qualifying acquisitions (as defined in the related investment agreement).
On April 1, 2026, we completed our acquisition of Kodiak Building Partners (“Kodiak”) for a total purchase price of $2.25 billion. The purchase price comprised $2.0 billion of cash and 13.2 million shares of the Company’s common stock, with the Company retaining the right to repurchase these shares at $40 per share at any time. On April 1, 2026, in connection with the closing of the Kodiak acquisition, we issued 200,000 shares of Series C Preferred Stock for $2.0 billion in cash, which was used to fund the Kodiak acquisition.
On April 18, 2026, we entered into a definitive agreement to acquire TopBuild Corp. (“TopBuild”) for approximately $17.0 billion in a combination of cash and stock consideration. The transaction is subject to the satisfaction or waiver of customary closing conditions,
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including, among others, approval by the stockholders of TopBuild and QXO. The transaction is expected to close in the third quarter of 2026.
About QXO
QXO, Inc. (NYSE: QXO) is the largest publicly traded distributor of roofing, waterproofing, and related products and the second largest publicly traded distributor of lumber and building materials in North America. QXO is the fastest growing company in the $800 billion building products distribution industry and plans to become the tech-enabled leader by delivering best-in-class customer satisfaction and outsized returns for its shareholders. The company is targeting $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.
Non-GAAP Financial Measures
As required by the rules of the Securities and Exchange Commission (“SEC”), we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this press release.
QXO’s non-GAAP financial measures in this press release include: Adjusted Net Loss, Adjusted Diluted Loss per Common Share, Adjusted EBITDA, and Adjusted EBITDA Margin.
We calculate Adjusted Net Loss as net (loss) income excluding amortization; stock-based compensation; restructuring costs; transaction costs; transformation costs; and the income tax associated with such adjusting items. We calculate Adjusted Diluted Loss per Common Share as Adjusted Net Loss divided by the weighted-averaged 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 (loss) income excluding depreciation; amortization; stock-based compensation; interest (income) expense, net; provision for (benefit from) income taxes; restructuring costs; transaction costs; and transformation costs that we do not consider representative of our underlying operations. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by net sales.
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.
Forward-looking statements
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC, and the following:
•an inability to obtain the products we distribute resulting in lost revenues and reduced margins and damaging relationships with customers;
•a change in supplier pricing and demand adversely affecting our income and gross margins;
•a change in vendor rebates adversely affecting our income and gross margins;
•our inability to identify potential acquisition targets, successfully complete acquisitions on acceptable terms, or successfully integrate acquired businesses into our operations;
•risks related to maintaining our safety record;
•the possibility that building products distribution industry demand may soften or shift substantially due to cyclicality or dependence on general economic and political conditions, including inflation or deflation, interest rates, governmental subsidies or incentives, consumer confidence, labor and supply shortages, weather and commodity prices;
•risks related to fragmentation in our industry and the possibility that regional or global barriers to trade or a global trade war could increase the cost of products in the building products distribution industry, which could adversely impact the competitiveness of such products and the financial results of businesses in the industry;
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•seasonality, weather-related conditions and natural disasters;
•risks related to the effective development and proper functioning of our information technology systems, including from cybersecurity threats, artificial intelligence use, and digital transformation initiatives;
•loss of key talent or our inability to attract and retain new qualified talent;
•risks related to work stoppages, union negotiations, labor disputes and other matters associated with our labor force or the labor force of our suppliers or customers;
•our dependence on Brad Jacobs as chairman and chief executive officer and the impact of the loss of Mr. Jacobs in these roles;
•the risk that Mr. Jacobs’ past performance may not be representative of future results;
•the risk that the anticipated benefits of our acquisition of Beacon Roofing Supply, Inc. (the “Beacon Acquisition”), Kodiak Building Partners (the “Kodiak Acquisition”), TopBuild Corp. (“TopBuild Acquisition”) or any future acquisition may not be fully realized or may take longer to realize than expected;
•the effect of the Beacon Acquisition and Kodiak Acquisition, the pendency of the TopBuild Acquisition or any future acquisition on our business relationships with employees, customers or suppliers, operating results and business generally;
•risks related to our obligations under the indebtedness we incurred in connection with the Beacon Acquisition and intend to incur in connection with the TopBuild Acquisition;
•the possible economic impact of the Company’s outstanding warrants and preferred stock on the Company and the holders of its common stock, including market price volatility, dilution from the exercise or conversion of the warrants or preferred stock, or the impact of dividend payments or liquidation preferences from preferred stock that remains outstanding;
•challenges raising additional equity or debt capital from public or private markets to pursue the Company’s business plan and the effects that raising such capital may have on the Company and its business;
•the possibility that new investors in any future financing transactions could gain rights, preferences and privileges senior to those of the Company’s existing stockholders;
•risks associated with periodic litigation, regulatory proceedings and enforcement actions, which may adversely affect the Company’s business and financial performance;
•the impact of legislative, regulatory, economic, competitive and technological changes;
•unknown liabilities and uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions;
•the risk that the TopBuild Acquisition may not be completed on the anticipated terms or timeline, or at all, including as a result of the failure to obtain required regulatory or stockholder approvals;
•the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement with TopBuild, including in circumstances requiring us to pay a termination fee;
•the possibility that the TopBuild Acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities;
•potential litigation and/or regulatory action relating to the TopBuild Acquisition; and
•other factors, including those set forth in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.
All forward-looking statements set forth in this release are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this release speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements except to the extent required by law.
Media Contact | ||
Joe Checkler | ||
joe.checkler@qxo.com | ||
203-609-9650 | ||
Investor Contact | ||
Mark Manduca | ||
mark.manduca@qxo.com | ||
203-321-3889 | ||
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QXO, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in millions, except per share data)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | 1,730.2 | $ | 13.5 | |||||||
| Cost of products sold | 1,320.9 | 8.1 | |||||||||
| Gross profit | 409.3 | 5.4 | |||||||||
| Operating expense: | |||||||||||
| Selling, general and administrative | 497.0 | 44.4 | |||||||||
| Depreciation | 47.3 | 0.1 | |||||||||
| Amortization | 116.9 | 0.2 | |||||||||
| Total operating expense | 661.2 | 44.7 | |||||||||
| Loss from operations | (251.9) | (39.3) | |||||||||
Interest (expense) income, net | (31.1) | 56.6 | |||||||||
Other income, net | 2.7 | — | |||||||||
| (Loss) income before (benefit from) provision for income taxes | (280.3) | 17.3 | |||||||||
| (Benefit from) provision for income taxes | (53.2) | 8.5 | |||||||||
| Net (loss) income | $ | (227.1) | $ | 8.8 | |||||||
| Loss per common share - basic and diluted | $ | (0.35) | $ | (0.03) | |||||||
| Total weighted-average common shares outstanding: | |||||||||||
| Basic | 744.4 | 451.4 | |||||||||
| Diluted | 744.4 | 451.4 | |||||||||
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QXO, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in millions, except per share amounts)
(Unaudited)
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 3,046.3 | $ | 2,361.6 | |||||||
| Accounts receivable, net | 1,135.7 | 1,145.1 | |||||||||
| Inventories, net | 1,668.2 | 1,497.3 | |||||||||
| Vendor rebates receivable | 478.8 | 427.0 | |||||||||
| Income tax receivable | 32.8 | 31.6 | |||||||||
| Prepaid expenses and other current assets | 94.8 | 83.7 | |||||||||
| Total current assets | 6,456.6 | 5,546.3 | |||||||||
| Property and equipment, net | 659.7 | 688.6 | |||||||||
| Goodwill | 5,129.4 | 5,111.3 | |||||||||
| Intangibles, net | 3,704.5 | 3,819.1 | |||||||||
| Operating lease right-of-use assets, net | 669.7 | 689.6 | |||||||||
| Other assets, net | 40.3 | 32.4 | |||||||||
| Total assets | $ | 16,660.2 | $ | 15,887.3 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 1,170.8 | $ | 819.0 | |||||||
| Accrued expenses | 606.5 | 574.3 | |||||||||
| Current portion of operating lease liabilities | 110.1 | 107.5 | |||||||||
| Current portion of finance lease liabilities | 49.8 | 49.2 | |||||||||
| Total current liabilities | 1,937.2 | 1,550.0 | |||||||||
| Long-term debt, net | 3,058.6 | 3,057.3 | |||||||||
Deferred income tax liabilities, net | 789.4 | 847.2 | |||||||||
| Operating lease liabilities | 554.4 | 561.8 | |||||||||
| Finance lease liabilities | 129.6 | 138.7 | |||||||||
| Other long-term liabilities | 26.1 | 25.5 | |||||||||
| Total liabilities | 6,495.3 | 6,180.5 | |||||||||
Stockholders’ equity: | |||||||||||
Mandatory Convertible Preferred Stock, $0.001 par value; 0.6 shares authorized, issued and outstanding as of March 31, 2026 and December 31, 2025 | 558.1 | 558.1 | |||||||||
Convertible Preferred Stock, $0.001 par value; authorized 10.0 shares, 1.0 shares issued and outstanding as of March 31, 2026 and December 31, 2025 | 498.6 | 498.6 | |||||||||
Common stock; $0.00001 par value; authorized 2,000.0 shares; 710.8 and 674.5 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | — | — | |||||||||
| Additional paid-in capital | 9,760.2 | 9,046.9 | |||||||||
| Retained earnings (accumulated deficit) | (652.0) | (394.5) | |||||||||
Accumulated other comprehensive loss | — | (2.3) | |||||||||
Total stockholders’ equity | 10,164.9 | 9,706.8 | |||||||||
| Total liabilities and stockholders’ equity | $ | 16,660.2 | $ | 15,887.3 | |||||||
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QXO, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in millions)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Operating Activities | |||||||||||
| Net (loss) income | $ | (227.1) | $ | 8.8 | |||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation | 47.3 | 0.1 | |||||||||
| Amortization | 116.9 | 0.2 | |||||||||
| Stock-based compensation | 39.2 | 20.2 | |||||||||
| Amortization of debt issuance costs | 2.3 | — | |||||||||
| Provision for credit losses | 11.5 | — | |||||||||
| Non-cash lease expense | 32.3 | — | |||||||||
| Deferred income taxes | (53.3) | — | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 0.3 | (0.5) | |||||||||
| Inventories | (183.9) | — | |||||||||
| Vendor rebates receivable | (56.0) | — | |||||||||
| Income tax receivable | (1.3) | — | |||||||||
| Prepaid expenses and other current assets | (11.2) | (0.8) | |||||||||
| Accounts payable and accrued expenses | 379.2 | 8.5 | |||||||||
| Other assets and liabilities | (25.6) | — | |||||||||
| Net cash provided by operating activities | 70.6 | 36.5 | |||||||||
| Investing Activities | |||||||||||
| Capital expenditures | (22.5) | (0.1) | |||||||||
| Other | 3.0 | (0.7) | |||||||||
Net cash used in investing activities | (19.5) | (0.8) | |||||||||
| Financing Activities | |||||||||||
| Payments under equipment financing facilities and finance leases | (12.2) | — | |||||||||
| Proceeds from issuance of common stock related to equity awards | 0.9 | — | |||||||||
| Proceeds from issuance of common stock, net of issuance costs | 749.5 | — | |||||||||
| Payment of taxes related to net share settlement of equity awards | (28.1) | — | |||||||||
| Payment of costs to obtain Series C Preferred Stock commitment | (45.8) | — | |||||||||
| Payment of dividends on Convertible Preferred Stock | (22.5) | (22.5) | |||||||||
| Payment of dividends on Mandatory Convertible Preferred Stock | (7.9) | — | |||||||||
| Net cash provided by (used in) financing activities | 633.9 | (22.5) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (0.3) | — | |||||||||
| Net increase in cash, cash equivalents and restricted cash | 684.7 | 13.2 | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 2,365.4 | 5,072.0 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 3,050.1 | $ | 5,085.2 | |||||||
| Supplemental Cash Flow Information | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | 15.4 | $ | — | |||||||
| Income taxes, net of refunds | $ | 1.4 | $ | — | |||||||
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QXO, INC. AND SUBSIDIARIES
Consolidated Sales by Line of Business
(in millions, except percentages)
(Unaudited)
Sales by Line of Business(1) | |||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net Sales | Mix % | Net Sales | Mix % | ||||||||||||||||||||
| Residential roofing products | $ | 799.1 | 46.2 | % | $ | — | — | % | |||||||||||||||
| Non-residential roofing products | 463.6 | 26.8 | % | — | — | % | |||||||||||||||||
| Complementary building products | 452.9 | 26.2 | % | — | — | % | |||||||||||||||||
| Software products and services | 14.6 | 0.8 | % | 13.5 | 100.0 | % | |||||||||||||||||
Total net sales | $ | 1,730.2 | 100.0 | % | $ | 13.5 | 100.0 | % | |||||||||||||||
(1) Net sales mix percentages may not recalculate due to rounding. | |||||||||||||||||||||||
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QXO, INC. AND SUBSIDIARIES
Reconciliation of Non-GAAP Measures
(in millions, except per share data)
(Unaudited)
Adjusted Net Loss and Adjusted Diluted Loss per Common Share
A reconciliation of net loss and diluted loss per common share to Adjusted Net Loss and Adjusted Diluted Loss per Common Share is as follows:
| Three Months Ended March 31, 2026 | |||||
| Net loss | $ | (227.1) | |||
| Benefit from income taxes | (53.2) | ||||
| Loss before benefit from income taxes | (280.3) | ||||
| Amortization | 116.9 | ||||
| Stock-based compensation | 39.2 | ||||
| Restructuring costs | 16.3 | ||||
| Transaction costs | 19.3 | ||||
| Transformation costs | 11.4 | ||||
| Adjusted loss before benefit from income taxes | (77.2) | ||||
Income tax associated with the adjustments above(1) | 20.0 | ||||
Adjusted Net Loss(2) | $ | (57.2) | |||
| Convertible Preferred Stock dividend | (22.5) | ||||
| Mandatory Convertible Preferred Stock dividend | (7.9) | ||||
| Undistributed income allocated to participating securities | — | ||||
Adjusted Net Loss attributable to common stockholders | $ | (87.6) | |||
Basic and diluted loss per common share | $ | (0.35) | |||
Adjusted Diluted Loss per Common Share(2)(3) | $ | (0.12) | |||
Adjusted diluted weighted-average common shares outstanding(3) | 744.4 | ||||
(1) The effective tax rate to calculate Adjusted Net Loss for the three months ended March 31, 2026 is 26.0% due to the tax calculated on adjusted loss before benefit from income taxes. | |||||
(2) See the “Non-GAAP Financial Measures” section of the press release. | |||||
(3) Adjusted Diluted Loss per Common Share is calculated as Adjusted Net Loss 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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QXO, INC. AND SUBSIDIARIES
Reconciliation of Non-GAAP Measures (cont.)
(in millions, except percentages)
(Unaudited)
Adjusted EBITDA and Adjusted EBITDA Margin
A reconciliation of net (loss) income and net margin to Adjusted EBITDA and Adjusted EBITDA Margin is as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net (loss) income | $ | (227.1) | $ | 8.8 | |||||||
| Depreciation | 47.3 | 0.1 | |||||||||
| Amortization | 116.9 | 0.2 | |||||||||
| Stock-based compensation | 39.2 | 20.2 | |||||||||
| Interest expense (income), net | 31.1 | (56.6) | |||||||||
| (Benefit from) provision for income taxes | (53.2) | 8.5 | |||||||||
| Restructuring costs | 16.3 | — | |||||||||
| Transaction costs | 19.3 | 9.8 | |||||||||
| Transformation costs | 11.4 | — | |||||||||
Adjusted EBITDA(1) | $ | 1.2 | $ | (9.0) | |||||||
| Net sales | $ | 1,730.2 | $ | 13.5 | |||||||
Net margin(2) | (13.1) | % | 65.2 | % | |||||||
Adjusted EBITDA Margin(1)(2) | 0.1 | % | (66.7) | % | |||||||
(1) See the “Non-GAAP Financial Measures” section of the press release. | |||||||||||
(2) Net margin is calculated as net (loss) income divided by net sales. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by net sales. | |||||||||||
-9-
FAQ
How did QXO (QXO) perform financially in the first quarter of 2026?
QXO reported net sales of $1.73 billion and a net loss of $227.1 million, or $(0.35) per share. On a non-GAAP basis, Adjusted Net Loss was $57.2 million and Adjusted EBITDA was $1.2 million, reflecting near break-even adjusted operations.
What are QXO’s key non-GAAP results for Q1 2026?
For Q1 2026, QXO reported Adjusted Net Loss of $57.2 million, Adjusted Diluted Loss per Common Share of $(0.12), and Adjusted EBITDA of $1.2 million. Adjusted EBITDA Margin was 0.1%, indicating modest positive earnings on an adjusted basis.
What major acquisitions did QXO announce or close in early 2026?
On April 1, 2026, QXO closed the $2.25 billion acquisition of Kodiak Building Partners. On April 18, 2026, it agreed to acquire TopBuild Corp. for approximately $17.0 billion in cash and stock, with closing expected in the third quarter of 2026.
How did QXO finance the Kodiak Building Partners acquisition?
The $2.25 billion Kodiak purchase price included $2.0 billion in cash and 13.2 million QXO common shares. QXO simultaneously issued 200,000 shares of Series C Preferred Stock for $2.0 billion in cash, which was used to fund the acquisition.
What capital raising activities did QXO undertake in Q1 2026?
In January 2026, QXO completed a registered offering of 31.6 million common shares, raising approximately $749 million in net proceeds. It also obtained investor commitments of up to $3.0 billion for Series C Convertible Perpetual Preferred Stock, contingent on qualifying acquisitions.
What is QXO’s strategic revenue target mentioned in the filing?
QXO states a target of reaching $50 billion in annual revenues within the next decade. The company plans to pursue this through accretive acquisitions and organic growth, aiming to be a tech-enabled leader in the $800 billion building products distribution industry.