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. has launched cash tender offers and related consent solicitations for any and all of TopBuild Corp.’s outstanding 4.125% senior notes due 2032 and 5.625% senior notes due 2034, tied to QXO’s pending acquisition of TopBuild.
Through its subsidiary Titanium MergerCo, QXO is offering holders set cash consideration per $1,000 principal amount, with higher total consideration for notes tendered by the early deadline and accompanied by consents to amend the governing indentures. The proposed amendments would remove the change-of-control offer requirement, substantially all restrictive covenants, certain defeasance conditions and most events of default, leaving only payment-related defaults.
The offers and consent solicitations are subject to conditions in the Offer to Purchase, including the substantially concurrent closing of the TopBuild acquisition under the April 18, 2026 merger agreement. QXO names Morgan Stanley as dealer manager and D.F. King as information and tender agent.
QXO, Inc. and TopBuild Corp. have agreed to combine through a two-step merger structure. Under the Agreement and Plan of Merger dated April 18, 2026, each TopBuild share will convert into the right to receive either $505.00 in cash or 20.200 QXO shares, subject to holder election and mandatory proration (maximum cash election = 45%; maximum stock election = 55%). QXO and TopBuild stockholder meetings are scheduled virtually for June 29, 2026 to vote on the merger and related proposals; the QXO record date and TopBuild record date are May 26, 2026. The merger agreement conditions closing on approval by TopBuild stockholders to adopt the merger agreement and QXO stockholders to approve the QXO share issuance; other approvals described in the proxy/prospectus are not closing conditions.
QXO, Inc. proposes to acquire TopBuild Corp. through a two-step merger: Titanium Merger (Titanium Merger Sub merges into TopBuild) followed by a Forward Merger, resulting in TopBuild becoming a subsidiary and then being folded into a QXO subsidiary.
Each TopBuild share will convert into either $505.00 cash or 20.200 QXO shares at holder election, subject to proration (maximum 45% of TopBuild shares eligible for cash; maximum 55% for stock, which QXO may increase). Based on estimates and the assumed maximum stock election, post-closing ownership is ~70.0% held by existing QXO holders and ~30.0% by prior TopBuild holders. Special meetings are set for June 29, 2026 (record date May 26, 2026) to vote on the merger and related proposals.
QXO, Inc. will acquire TopBuild Corp. through a two-step merger in which each TopBuild share will convert into the holder’s election of $505.00 in cash or 20.200 QXO shares, with elections subject to mandatory proration (maximum 45% cash election; maximum 55% stock election). The transaction is conditioned on approval by QXO and TopBuild stockholders and contemplates related governance actions including a proposed increase in QXO’s authorized common stock from 2,000,000,000 to 4,000,000,000.
QXO, Inc. filed a Form 8-K to provide detailed financial information tied to its recent and pending acquisitions of Beacon Roofing Supply (now QXO Building Products), Kodiak Building Partners, and the agreed acquisition of TopBuild.
The filing includes audited and unaudited historical financial statements for Kodiak and TopBuild, plus unaudited pro forma combined financial statements for QXO, QXO Building Products, Kodiak and TopBuild. Kodiak’s 2025 results show revenue of $2.34 billion and net income of $69.46 million, with total assets of $1.13 billion and long-term debt of $1.46 billion as of December 31, 2025. Kodiak also reports a stockholders’ deficit of $688.93 million, reflecting substantial debt financing. The 8-K does not update QXO’s own previously filed financial statements but helps investors assess the combined scale and leverage profile of the businesses QXO has acquired or agreed to acquire.
Orbis Investment Management reported beneficial ownership of 73,951,325 shares of QXO, Inc., representing 10.4% of the class in an Amendment No. 6 to its Schedule 13G/A. The filing attributes 72,703,134 shares of sole voting power to Orbis Investment Management Ltd and 1,248,191 shares to Orbis Investment Management (U.S.), L.P.
The filing states that other persons have the right to receive dividends or sale proceeds for the shares held by each reporting entity and clarifies the reporting classifications: Orbis Investment Management Ltd is a Non-U.S. Institution equivalent to an Investment Adviser and Orbis Investment Management (U.S.), L.P. is an Investment Adviser.
QXO, Inc. transformed its scale in early 2026 but reported a sizable loss. For the quarter ended March 31, 2026, net sales were $1.73 billion, up sharply from $13.5 million a year earlier following the Beacon Roofing Supply acquisition, which now drives nearly all operations.
The company posted a net loss of $227.1 million, compared with net income of $8.8 million in 2025, as high selling, general and administrative costs, depreciation and $116.9 million of amortization outweighed gross profit of $409.3 million. Loss per common share was -$0.35.
QXO ended the quarter with $3.05 billion in cash, cash equivalents and restricted cash and $3.06 billion of long‑term debt, alongside total stockholders’ equity of $10.16 billion and total assets of $16.66 billion. The company continued integrating Beacon, recorded $17.2 million of restructuring charges, closed the $2.25 billion Kodiak Building Partners acquisition on April 1, 2026, and has agreed to acquire TopBuild Corp. for about $17.0 billion, subject to approvals.
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.
QXO, Inc. filed an 8-K after posting an in-depth investor Q&A on its website about the pending acquisition of TopBuild Corp. and the company’s broader strategy. The Q&A explains how Beacon, Kodiak and TopBuild together create an integrated North American platform spanning roofing, waterproofing, lumber and insulation, with technology, cross-selling and private label as key value drivers.
Management outlines ambitions to reach $50 billion of revenue within the decade, supported by mid- to high-single-digit annual organic growth. They target approximately $300 million of TopBuild-related synergies by 2030, about $4 billion of organic EBITDA by 2030 and roughly $5.5 billion of EBITDA including tuck-in acquisitions, plus more than 200 basis points of margin expansion over time.
QXO highlights TopBuild’s roughly 22,000 daily job site visits as a source of real-time data to optimize inventory and cross-selling. Recent deals were financed with $3 billion of 4.75% Series C convertible preferred shares, common equity, bank financing and cash. The company stresses disciplined, accretive M&A, a focus on integration over new deals near term, and extensive forward-looking risk disclosures, including the need for shareholder approvals and a forthcoming Form S-4 and joint proxy statement/prospectus.