QXO / QXO, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

QXO Reports Second Quarter 2025 Results

Exhibit 99.1 QXO Reports Second Quarter 2025 Results GREENWICH, Conn. — August 14, 2025 — QXO, Inc. (“QXO” or the “Company”) (NYSE: QXO) today announced its financial results for the second quarter 2025. The Company reported a basic and diluted loss per common share of $(0.15) and an Adjusted Diluted Earnings per Common Share (“Adjusted Diluted EPS”), a non-GAAP financial measure, of $0.11 for the

Offer Letter, dated June 6, 2024, by and between QXO, Inc. and Christopher Signorello.

Five American Lane Greenwich, CT 06831 Exhibit 10.5 June 6, 2024 Christopher Signorello Delivered via email to [email protected] Hello Chris, On behalf of QXO, Inc. (the “Company”), I am happy to offer you the position of Chief Legal Officer and Secretary. I know I speak for the rest of our team when I say how pleased we are to make you this offer. In this role, you will report directly to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38063 QXO, INC. (Exact nam

rities Trading Polic

Exhibit 19.1 QXO, INC. SECURITIES TRADING POLICY Effective as of May 12, 2025 I.Purpose To describe the standards and requirements concerning the handling of nonpublic information relating to QXO, Inc. and its subsidiaries (collectively, the “Company”) and the buying and selling of securities of the Company. II.Persons Affected and Prohibited Transactions The general prohibitions of this Policy ap

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): August 14, 2025 QXO, INC. (Exact

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): August 14, 2025 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)

Unaudited predecessor financial information for QXO Building Products, Inc.

Exhibit 99.1 PREDECESSOR FINANCIAL INFORMATION QXO BUILDING PRODUCTS, INC. For the Period from January 1, 2025 through April 28, 2025 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) 2 Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Comprehensive (Loss) Inco

QXO Announces Pricing of Common Stock Offering

Exhibit 99.1 QXO Announces Pricing of Common Stock Offering GREENWICH, Conn. — June 24, 2025 — QXO, Inc. (NYSE: QXO) (the “Company” or “QXO”) today announced the pricing of its previously announced public offering of 89,887,640 shares of its common stock (the “Offering”) at a price to public of $22.25 per share. The Offering is expected to close on June 26, 2025, subject to customary closing condi

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): June 24, 2025

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): June 24, 2025 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) (I

Investor presentation June 2025

Exhibit 99.1 Investor presentation June 2025 2 This presentation has been prepared by QXO, Inc . (the "Company" or "QXO") solely for informational purposes and does not constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company, nor shall there be any sale of securities in any state or other juri

Investor presentation script

Exhibit 99.2 Investor presentation script June 26, 2025 Hello, everyone. QXO is the largest publicly traded distributor of roofing, waterproofing, and complementary building products in the United States. We plan to become the tech-enabled leader in the $800 billion building products distribution industry. Our goal is to achieve $50 billion in annual revenue within the next decade through a combin

Underwriting Agreement, dated June 24, 2025, by and among Q XO, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as the underwriters named in Schedule I thereto.

Exhibit 1.1 QXO, Inc. Common Stock Underwriting Agreement June 24, 2025 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Wells Fargo

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): June 26, 2025

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): June 26, 2025 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) (I

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): June 24, 2025 QXO, INC. (Exact na

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): June 24, 2025 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) (I

QXO Announces Common Stock Offering

EXHIBIT 99.1 QXO Announces Common Stock Offering GREENWICH, Conn. — June 24, 2025 — QXO, Inc. (NYSE: QXO) (the “Company” or “QXO”) today announced it intends to make an offering of $2 billion of shares of its common stock (the “Offering”). QXO’s common stock is listed on the New York Stock Exchange under the symbol “QXO.” QXO intends to grant the underwriters of the Offering an option to purchase

Subject to Completion, Dated June 24, 2025

TABLE OF CONTENTS The information in this prospectus supplement is not complete and may be changed.

89,887,640 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-281084 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2024) 89,887,640 Shares Common Stock QXO, Inc. is offering 89,887,640 shares of its common stock, par value $0.00001 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus. We intend to use the net proceeds of this offering

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 QXO, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee

QXO Proposes to Acquire GMS for $95.20 Per Share in Cash

EXHIBIT 99.1 QXO Proposes to Acquire GMS for $95.20 Per Share in Cash GREENWICH, Conn. — June 18, 2025 — QXO, Inc. (NYSE: QXO) today sent a proposal to the President and CEO of GMS Inc. (NYSE: GMS) to acquire all outstanding shares of GMS for $95.20 per share in cash. The proposal implies a total transaction value of approximately $5 billion and reflects a 27% premium over GMS’s 60-day volume-weig

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): June 18, 2025 QXO, INC. (Exact na

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): June 18, 2025 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) (I

Calculation of Filing Fee Tables 424(b)(7) (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(7) (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule(1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry For

Financial Statements and Exhibits, Other Events

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 29, 2025 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) (IR

67,528,459 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(7)  Registration No. 333-281084 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2024) 67,528,459 Shares of Common Stock This prospectus supplement relates to the resale by the selling stockholders identified in this prospectus supplement (the “selling stockholders”) of 67,528,459 shares of common stock, par value $0.00001 per share (“common stoc

Underwriting Agreement, dated May 21, 2025, by and among QXO, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto.

Exhibit 1.1 Execution Version QXO, Inc. 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 (initial liquidation preference of $1,000 per share) Underwriting Agreement May 21, 2025 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC As representatives (the “Representatives”) of the several Underwriters n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 QXO, INC. (Exact name of registrant as specifie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 QXO, INC. (Exact name of registrant as specified in its charter) Delaware 16-1633636 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Five America

Deposit Agreement, dated as of May 27, 2025, among QXO, Inc., Equiniti Trust Company, LLC, acting as the Depositary, and the holders from time to time of the depositary receipts described therein.

Exhibit 4.2 EXECUTION VERSION 5.50% SERIES B MANDATORY CONVERTIBLE PREFERRED STOCK OF QXO, INC. DEPOSIT AGREEMENT among QXO, INC., EQUINITI TRUST COMPANY, LLC, acting as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of May 27, 2025 TABLE OF CONTENTS Page Article 1 Defined Terms Section 1.01 . Definitions 1 Article 2 Issue, Description, Execution,

Form of Certificate for the 5.50% Series B Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1).

Exhibit 3.1 EXECUTION VERSION Certificate of Designations of 5.50% Series B Mandatory Convertible Preferred Stock of QXO, Inc. QXO, Inc., a Delaware corporation (the “Corporation”), hereby certifies that, pursuant to the provisions of Sections 103, 141 and 151 of the General Corporation Law of the State of Delaware, (a) on May 16, 2025 the board of directors of the Corporation (the “Board of Direc

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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 21, 2025 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) (IR

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 21, 2025

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 21, 2025 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) (IR

QXO Announces Pricing of Upsized Concurrent Offerings of Common Stock and Depositary Shares

Exhibit 99.1 QXO Announces Pricing of Upsized Concurrent Offerings of Common Stock and Depositary Shares GREENWICH, Conn. – May 22, 2025 – QXO, Inc. (NYSE: QXO) (“QXO” or the “Company”) announced today the pricing of its previously announced separate underwritten public offerings of (i) 48,484,849 shares of its common stock (“Common Stock”) at a public offering price of $16.50 per share (the “Comm

Underwriting Agreement, dated May 21, 2025, by and among QXO, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto.

EX-1.1 2 tm2515387d7ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 QXO, Inc. Common Stock Underwriting Agreement May 21, 2025 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Lad

10,000,000 Depositary Shares Each Representing a 1/20th Interest in a Share of 5.50% Series B Mandatory Convertible Preferred Stock 5.50% Series B Mandatory Convertible Preferred Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-281084 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2024) 10,000,000 Depositary Shares Each Representing a 1/20th Interest in a Share of 5.50% Series B Mandatory Convertible Preferred Stock 5.50% Series B Mandatory Convertible Preferred Stock QXO, Inc. is offering 10,000,000 depositary shares (“Depositary Shares”), ea

Calculation of Filing Fee Tables 424(b)(5) (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price) Fee Rate Amount of Registration Fee Carry F

Calculation of Filing Fee Tables 424(b)(5) (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES 2 tm2515387d10ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggrega

48,484,849 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-281084 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2024) 48,484,849 Shares Common Stock QXO, Inc. is offering 48,484,849 shares of its common stock, par value $0.00001 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus. Concurrently with this offering, we are also makin

QXO, Inc. Concurrent Offerings of 48,484,849 Shares of Common Stock, par value $ 0.00001 per Share (the “Common Stock”) (the “Common Stock Offering”) 10,000,000 Depositary Shares (the “Depositary Shares”) Each Representing a 1/20th Interest in a Shar

Pricing Term Sheet Free Writing Prospectus dated as of May 21, 2025 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplements each dated May 20, 2025 to the Prospectus dated July 29, 2024 Registration No.

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 20, 2025

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 20, 2025 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) (IR

2 This presentation has been prepared by QXO, Inc. (the “Company” or “QXO”) solely for informational purposes and does not constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or

Exhibit 99.1 Investor presentation Confidential May 2025 2 This presentation has been prepared by QXO, Inc. (the “Company” or “QXO”) solely for informational purposes and does not constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company, nor shall there be any sale of securities in any state or

Regulation FD Disclosure, Financial Statements and Exhibits

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 20, 2025 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) (IR

Subject to Completion, Dated May 20, 2025

TABLE OF CONTENTS The information in this prospectus supplement is not complete and may be changed.

Regulation FD Disclosure, Financial Statements and Exhibits

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 20, 2025 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) (IR

Investor presentation script

Exhibit 99.2 Investor presentation script May 20, 2025 Slide 5 QXO is the largest publicly traded distributor of roofing, waterproofing, and complementary building products in the United States. We plan to become the tech-enabled leader in the $800 billion building products distribution industry. Our goal is to achieve $50 billion in annual revenue within the next decade through a combination of a

Subject to Completion, Dated May 20, 2025

TABLE OF CONTENTS The information in this prospectus supplement is not complete and may be changed.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction On May 20, 2025, QXO, Inc. (“QXO” or the “Company”) announced its intention to offer and sell additional shares of the Company’s common stock, par value $0.00001 per share (“common stock”), and offer and sell depositary shares (“Depositary Shares”) representing a 1/20 interest in a share of a new series of mandatory conve

QXO Announces Launch of Concurrent Offerings of Common Stock and Depositary Shares

Exhibit 99.1 QXO Announces Launch of Concurrent Offerings of Common Stock and Depositary Shares GREENWICH, Conn. – May 20, 2025 – QXO, Inc. (NYSE: QXO) (“QXO” or the “Company”) announced today the launch of concurrent separate underwritten public offerings of (i) shares of its common stock (“Common Stock”) and (ii) depositary shares (“Depositary Shares”), each representing a 1/20th interest in a s

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, 2025 QXO, INC. (Exact nam

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, 2025 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) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 o TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38063 QXO, INC. (Exact na

QXO Reports First Quarter 2025 Results

Exhibit 99.1 QXO Reports First Quarter 2025 Results GREENWICH, Conn. — May 8, 2025 — QXO, Inc. (NYSE: QXO) today announced its financial results for the first quarter 2025. The company reported a loss of $(0.03) per basic and diluted share attributable to common shareholders. FIRST QUARTER 2025 SUMMARY RESULTS Three Months Ended March 31, (in thousands) 2025 2024 Change % Revenue: Software product

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 8, 2025 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

Filing Fee Table.*

Calculation of Filing Fee Tables S-8 QXO, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.00001 per share Other 21,510,150 $ 12.47 $ 268,231,570.50 0.0001531 $ 41,066.25 Total Offering A

Term Loan Credit Agreement, dated as of April 29, 2025, among Queen HoldCo, LLC, as Holdings, Queen MergerCo, Inc., as Borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.

Exhibit 10.1 Execution Version TERM LOAN CREDIT AGREEMENT dated as of April 29, 2025 among QUEEN HOLDCO, LLC, as Holdings, QUEEN MERGERCO, INC. (to be merged on the Closing Date with and into BEACON ROOFING SUPPLY, INC. with the surviving entity to be known as QXO BUILDING PRODUCTS, INC.), as Borrower, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA, as Administrative Agent, GOLDMAN SACHS BANK US

Asset-Based Revolving Credit Agreement, dated as of April 29, 2025, among Queen HoldCo, LLC, as Holdings, Queen MergerCo, Inc., as Borrower, the subsidiary borrowers party thereto, the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent and collateral agent.

Exhibits 10.2 Execution Version ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of April 29, 2025 among QUEEN HOLDCO, LLC, as Holdings, QUEEN MERGERCO, INC. (to be merged on the Closing Date with and into BEACON ROOFING SUPPLY, INC., with the surviving entity to be known as QXO BUILDING PRODUCTS, INC.), as Borrower, THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS AND ISSUING BANKS PARTY HERETO,

Supplemental Indenture No. 1, dated as of April 29, 2025, among QXO Building Products, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.

Exhibit 4.2 Execution Version SUPPLEMENTAL INDENTURE NO. 1 SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of April 29, 2025, among QXO Building Products, Inc., a Delaware corporation (“QXO Building”), the Subsidiary Guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”) and Wilmington Trust, National Association, a national banking association, as tru

QXO Completes Acquisition of Beacon Roofing Supply QXO to Ring Opening Bell at New York Stock Exchange on Wednesday, April 30

Exhibit 99.1 QXO Completes Acquisition of Beacon Roofing Supply QXO to Ring Opening Bell at New York Stock Exchange on Wednesday, April 30 GREENWICH, Conn., April 29, 2025 – QXO, Inc. (NYSE: QXO) today announced it has completed its previously disclosed acquisition of Beacon Roofing Supply, Inc., for $124.35 per share, valuing the transaction at approximately $11 billion. The transaction makes QXO

Indenture, dated as of April 29, 2025, among Queen MergerCo, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.

Exhibit 4.1 EXECUTION VERSION QUEEN MERGERCO, INC. (to be merged with and into Beacon Roofing Supply, Inc., with the surviving entity to be known as QXO Building Products, Inc.) as Issuer, the Subsidiary Guarantors party hereto from time to time 6.75% Senior Secured Notes due 2032 INDENTURE Dated as of April 29, 2025 and Wilmington Trust, National Association as Trustee TABLE OF CONTENTS Page ARTI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

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): April 29, 2025 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) (

Joinder to Credit Agreement, dated as of April 29, 2025, by QXO Building Products, Inc., as Surviving Borrower, in respect of the Asset-Based Revolving Credit Agreement, dated as of April 29, 2025, among Queen HoldCo, LLC, as Holdings, Queen MergerCo, Inc., as Borrower, the subsidiary borrowers party thereto, the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent and collateral agent.

Exhibit 10.4 Execution Version JOINDER TO ABL CREDIT AGREEMENT This Joinder (this “Joinder”) to that certain ABL Credit Agreement (as defined herein) is dated as of April 29, 2025, by QXO BUILDING PRODUCTS, INC. a Delaware corporation (formerly known as BEACON ROOFING SUPPLY, INC. prior to the Merger) (the “Surviving Borrower”). W I T N E S S E T H: A. Reference is made to that certain Asset-Based

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 34)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 34) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

As filed with the Securities and Exchange Commission on April 29, 2025

As filed with the Securities and Exchange Commission on April 29, 2025 Registration No.

Joinder to Credit Agreement, dated as of April 29, 2025, by QXO Building Products, Inc., as Surviving Borrower, in respect of the Term Loan Credit Agreement, dated as of April 29, 2025, among Queen HoldCo, LLC, as Holdings, Queen MergerCo, Inc., as Borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.

Exhibit 10.3 Execution Version JOINDER TO CREDIT AGREEMENT This Joinder (this “Joinder”) to that certain Credit Agreement (as defined herein) is dated as of April 29, 2025, by QXO BUILDING PRODUCTS, INC., a Delaware corporation (the “Surviving Borrower”). W I T N E S S E T H: A. Reference is made to that certain Term Loan Credit Agreement, dated as of the date hereof (as amended, restated, supplem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 33)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 33) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

Email from QXO’s Chief Human Resources Officer Sent to Employees of Beacon April 25, 2025

Exhibit (a)(5)(KK) Email from QXO’s Chief Human Resources Officer Sent to Employees of Beacon April 25, 2025 Never stop building To our Future Colleagues, I’m pleased to share with you that QXO is expected to acquire Beacon on Tuesday, April 29.

QXO Announces Upsize and Pricing of Senior Secured Notes by Queen MergerCo, Inc.

EXHIBIT 99.1 QXO Announces Upsize and Pricing of Senior Secured Notes by Queen MergerCo, Inc. GREENWICH, Conn. — April 23, 2025 — QXO, Inc. (NYSE: QXO) (“QXO” or the “Company”) announced today that its subsidiary, Queen MergerCo, Inc. (“Merger Sub”), has priced a $2.25 billion offering (the “Offering”) of 6.75% Senior Secured Notes due 2032 (the “Notes”) at par. The Offering was increased from the

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): April 23, 2025 QXO, INC. (Exact n

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): April 23, 2025 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) (

QXO Announces Pricing of Common Stock Offering

EXHIBIT 99.1 QXO Announces Pricing of Common Stock Offering GREENWICH, Conn. — April 16, 2025 — QXO, Inc. (NYSE: QXO) (the “Company” or “QXO”) today announced the pricing of its previously announced public offering of 37,735,850 shares of its common stock (the “Offering”) at a price to public of $13.25 per share. The Offering is expected to close on April 21, 2025, subject to customary closing con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 32)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 32) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 31)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 31) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

QXO Announces Offering of Senior Secured Notes by Queen MergerCo, Inc.

EXHIBIT 99.1 QXO Announces Offering of Senior Secured Notes by Queen MergerCo, Inc. GREENWICH, Conn. — April 21, 2025 — QXO, Inc. (NYSE: QXO) (“QXO” or the “Company”) announced today that its wholly owned subsidiary, Queen MergerCo, Inc. (“Merger Sub”), intends to offer $2 billion in Senior Secured Notes due 2032 (the “Notes”), subject to market and other conditions. Merger Sub was formed in conne

QXO Extends Tender Offer to Acquire Beacon Roofing Supply

Exhibit (a)(5)(II) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn.

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): April 16, 2025 QXO, INC. (Exact n

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): April 16, 2025 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) (

Excerpt from Beacon Roofing Supply, Inc. Current Report on Form 8-K April 21, 2025

Exhibit (a)(5)(JJ) On April 21, 2025, Beacon Roofing Supply, Inc. filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K, an excerpt of which is reproduced below. Excerpt from Beacon Roofing Supply, Inc. Current Report on Form 8-K April 21, 2025 Preliminary Financial Results for the Three Months Ended March 31, 2025 On March 20, 2025, QXO, Inc. (“QXO”) entered in an

Underwriting Agreement, dated April 16, 2025, by and among QXO, Inc., Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as the underwriters named in Schedule I thereto.

EXHIBIT 1.1 QXO, Inc. Common Stock Underwriting Agreement April 16, 2025 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: QXO, Inc., a Delawar

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 21, 2025 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) (

37,735,850 Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-281084 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2024) 37,735,850 Shares   Common Stock QXO, Inc. is offering 37,735,850 shares of its common stock, par value $0.00001 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus. On March 20, 2025, we entered into an Agreement an

Calculation of Filing Fee Tables (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule(1) Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price) Fee Rate Amount of Registration Fee Carry Fo

37,735,850 Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-281084 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2024) 37,735,850 Shares   Common Stock QXO, Inc. is offering 37,735,850 shares of its common stock, par value $0.00001 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus. On March 20, 2025, we entered into an Agreement an

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 16, 2025 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) (

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction On March 20, 2025, QXO, Inc. (“QXO” or the “Company”) 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 t

TABLE OF CONTENTS

Exhibit 99.1 Beacon Roofing Supply, Inc. Consolidated Financial Statements As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023, and 2022 and Report of Independent Registered Public Accounting Firm TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 1 Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of

QXO Announces Common Stock Offering

EXHIBIT 99.1 QXO Announces Common Stock Offering GREENWICH, Conn. — April 16, 2025 — QXO, Inc. (NYSE: QXO) (the “Company” or “QXO”) today announced it intends to make an offering of $500 million of shares of its common stock (the “Offering”). QXO’s common stock is listed on the New York Stock Exchange under the symbol “QXO.” QXO intends to grant the underwriters of the Offering an option to purcha

Financial Statements and Exhibits, Other Events

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): April 16, 2025 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) (

Subject to Completion, Dated April 16, 2025

TABLE OF CONTENTS The information in this prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 30)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 30) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

QXO Extends Tender Offer to Acquire Beacon Roofing Supply

Exhibit (a)(5)(HH) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn.

FAQ - General

Exhibit (a)(5)(GG) FAQ - General 1. What has happened since the acquisition was announced? · We’ve been listening. · Following the March 20 Zoom Town Hall with Brad, which was attended by more than 3,000 Beacon employees, we’ve continued to listen. · QXO’s team has been meeting with Beacon team members in the branches, in the corporate offices and on video calls. We’ve gathered information about w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 29)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 29) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

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Exhibit (a)(5)(EE) On April 1, 2025, QXO, Inc. (“QXO”) updated the Newsroom section of its website, which website is available at www.qxo.com/news. Copies of the new materials posted to the website are filed herewith. Copies of the new articles referenced on the website are reproduced as Article 1, Article 2 and Article 3 below. In the news 3/25/2025 Beacon Employees Imagine Their New Future Under

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 28)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 28) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

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Exhibit (a)(5)(FF) On April 2, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc. (“QXO”), issued the following LinkedIn post. The LinkedIn post referred to an article posted on Roofing Contractor on April 2, 2025, a copy of which is reproduced as Article 1 below. This reporter explains better what we’re doing than we do Article 1: QXO’s AI-Driven Plans for the ‘New’ Beacon Bldg. Supply Roofing Cont

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock Beacon Roofing Supply, Inc. $124.35 Per Share Queen MergerCo, Inc. A Wholly Owned Subsidiary of QXO, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW

TABLE OF CONTENTS Exhibit (a)(1)(G) Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc.

AMENDED AND RESTATED NOTICE OF GUARANTEED DELIVERY TENDER OF SHARES OF COMMON STOCK OF BEACON ROOFING SUPPLY, INC.

Exhibit (a)(1)(I) AMENDED AND RESTATED NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF BEACON ROOFING SUPPLY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 27)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 27) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

QXO Extends and Amends Tender Offer to Acquire Beacon Roofing Supply

Exhibit (a)(5)(DD) QXO Extends and Amends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn.

AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock Beacon Roofing Supply, Inc. Pursuant to the Amended and Restated Offer to Purchase dated March 31, 2025 Queen MergerCo, Inc A Wholly Owned Subsidiary of QXO, Inc. THE OFFER A

Exhibit (a)(1)(H) AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Beacon Roofing Supply, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 26) BEACON ROOFING SUPPLY, INC. (Name of Subject Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 26) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

INNISFREE M&A Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock Beacon Roofing Supply, Inc. $124.35 Per Share Queen MergerCo, Inc. a wholly owned subsidiary of QXO, Inc.

Exhibit (a)(1)(J) INNISFREE M&A INCORPORATED Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc.

Calculation of Filing Fee Tables Schedule TO (Form Type) BEACON ROOFING SUPPLY, INC. (Name of Subject Company (Issuer)) QUEEN MERGERCO, INC. A Wholly Owned Subsidiary of QXO, INC. (Parent of Offeror) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC Table 1 – Trans

Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) BEACON ROOFING SUPPLY, INC.

QXO, Inc. Five American Lane Greenwich, CT 06831

Exhibit (d)(2) STRICTLY CONFIDENTIAL QXO, Inc. Five American Lane Greenwich, CT 06831 March 10, 2025 Beacon Roofing Supply, Inc. 505 Huntmar Park Drive, Suite 300 Herndon, VA 20170 Ladies and Gentlemen: In connection with the consideration by QXO, Inc. (the “Receiving Party”) of a possible transaction (a “Transaction”) involving Beacon Roofing Supply, Inc. (the “Disclosing Party” and collectively

Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock Beacon Roofing Supply, Inc. $124.35 Per Share Queen MergerCo, Inc. a wholly owned subsidiary of QXO, Inc.

Exhibit (a)(1)(K) Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 25)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 25) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

Bloomberg Odd Lots Interview Transcript March 27, 2025

Exhibit (a)(5)(CC) On March 27, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc. (“QXO”), issued the following LinkedIn post. The LinkedIn post referred to Mr. Jacobs’s interview on the Bloomberg podcast Odd Lots on March 27, 2025, the transcript of which is reproduced below. Bloomberg Odd Lots Interview Transcript March 27, 2025 Tracy Alloway: Hello, and welcome to another episode of the Odd Lots

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Exhibit (a)(5)(BB) On March 26, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc. (“QXO”), issued the following LinkedIn post. The LinkedIn post referred to an article posted on Roofing Contractor on March 26, 2025, a copy of which is reproduced as Article 1 below. Article 1: Beacon Employees Imagine Their New Future Under QXO Roofing Contractor By Bryan Gottlieb March 26, 2025 § As details get iro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 24)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 24) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

Letter from Marcum LLP dated March 25, 2025.

EXHIBIT 16.1 March 25, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by QXO, Inc. under Item 4.01 of its Form 8-K dated March 25, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of QXO, Inc. contained therein. Very truly your

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): March 25, 2025 QXO, INC. (Exact n

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): March 25, 2025 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) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 23)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 23) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

CNBC Squawk Box Interview Transcript March 20, 2025

Exhibit (a)(5)(AA) On March 21, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc. (“QXO”), issued the following LinkedIn post. The LinkedIn post referred to Mr. Jacobs’s interview on CNBC’s Squawk Box on March 20, 2025, the transcript of which is reproduced below. CNBC Squawk Box Interview Transcript March 20, 2025 David Faber: Joining us is QXO’s chairman and CEO, Brad Jacobs, right here on set. N

AGREEMENT AND PLAN OF MERGER by and among QXO, INC., QUEEN MERGERCO, INC. BEACON ROOFING SUPPLY, INC. Dated as of March 20, 2025 TABLE OF CONTENTS

Exhibit (d)(1) AGREEMENT AND PLAN OF MERGER by and among QXO, INC., QUEEN MERGERCO, INC. and BEACON ROOFING SUPPLY, INC. Dated as of March 20, 2025 TABLE OF CONTENTS Page ARTICLE I The Offer and the Merger 2 1.1 The Offer 2 1.2 Company Action 4 1.3 The Merger 6 1.4 Consummation of the Merger 6 1.5 Effective Time 6 1.6 Effects of the Merger 6 1.7 Proxy Contest and Related Matters 6 1.8 Charter and

QXO Extends Tender Offer to Acquire Beacon Roofing Supply

Exhibit (a)(5)(Z) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 22) BEACON ROOFING SUPPLY, INC. (Name of Subject Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 22) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

QXO to Acquire Beacon Roofing Supply for $11 Billion

Exhibit (a)(5)(Y) QXO to Acquire Beacon Roofing Supply for $11 Billion GREENWICH, Conn.

QXO to Acquire Beacon Roofing Supply for $11 Billion

Exhibit 99.1 QXO to Acquire Beacon Roofing Supply for $11 Billion GREENWICH, Conn. and HERNDON, Va. – March 20, 2025 – QXO, Inc. (NYSE: QXO) and Beacon Roofing Supply, Inc. (Nasdaq: BECN) today announced that they have entered into a definitive merger agreement under which QXO will acquire Beacon for $124.35 per share in cash. Beacon is a leading distributor of roofing, waterproofing and exterior

Agreement and Plan of Merger, dated as of March 20, 2025, by and among QXO, Inc., Beacon Roofing Supply, Inc. and Queen MergerCo, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2025).+

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among QXO, INC., QUEEN MERGERCO, INC. and BEACON ROOFING SUPPLY, INC. Dated as of March 20, 2025 TABLE OF CONTENTS Page ARTICLE I The Offer and the Merger 2 1.1 The Offer 2 1.2 Company Action 4 1.3 The Merger 6 1.4 Consummation of the Merger 6 1.5 Effective Time 6 1.6 Effects of the Merger 6 1.7 Proxy Contest and Related Matters 6 1.8 Charter and Byl

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): March 20, 2025 QXO, INC. (Exact n

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): March 20, 2025 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) (

QXO Extends Tender Offer to Acquire Beacon Roofing Supply

Exhibit (a)(5)(X) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 21)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 21) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 20)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 20) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

QXO Raises $830 Million in Private Placement

Exhibit (a)(5)(V) QXO Raises $830 Million in Private Placement GREENWICH, Conn. — March 17, 2025 — QXO, Inc. (NYSE: QXO) (the “Company” or “QXO”) today announced that it has entered into purchase agreements with certain institutional investors for an $830 million private placement financing (the “Private Placement”). The closing of the Private Placement is contingent upon the concurrent consummati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

On March 17, 2025, QXO, Inc. (“QXO”) updated its website dedicated to its offer to purchase Beacon Roofing Supply, Inc. (“Beacon”), which website is available atwww.qxo.com/beacon. A copy of the new material posted to the website is filed herewith. A

Exhibit (a)(5)(W) On March 17, 2025, QXO, Inc. (“QXO”) updated its website dedicated to its offer to purchase Beacon Roofing Supply, Inc. (“Beacon”), which website is available atwww.qxo.com/beacon. A copy of the new material posted to the website is filed herewith. A copy of the new article referenced on the website is reproduced as Article 1 below. In the news 3/17/2025 Wall Street Journal — Bui

QXO Extends Tender Offer to Acquire Beacon Roofing Supply

Exhibit (a)(5)(U) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn.

QXO Raises $830 Million in Private Placement

EXHIBIT 99.1 QXO Raises $830 Million in Private Placement GREENWICH, Conn. — March 17, 2025 — QXO, Inc. (NYSE: QXO) (the “Company” or “QXO”) today announced that it has entered into purchase agreements with certain institutional investors for an $830 million private placement financing (the “Private Placement”). The closing of the Private Placement is conditioned upon the concurrent consummation o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 19)

SC TO-T/A 1 eh250604435tota19.htm AMENDMENT NO. 19 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 19) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent

Form of Purchase Agreement, dated as of March 17, 2025, by and between QXO, Inc. and the Investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2025).

EXHIBIT 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Purchase Agreement”) is entered into on March 17, 2025, by and between QXO, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”). WHEREAS, the Company is seeking commitments from interested investors to purchase shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), i

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): March 17, 2025 QXO, INC. (Exact n

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): March 17, 2025 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) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 18)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 18) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

On March 14, 2025, QXO, Inc. (“QXO”) updated its website dedicated to its offer to purchase Beacon Roofing Supply, Inc. (“Beacon”), which website is available at www.qxo.com/beacon. Copies of the new materials posted to the website are filed herewith

Exhibit (a)(5)(T) On March 14, 2025, QXO, Inc. (“QXO”) updated its website dedicated to its offer to purchase Beacon Roofing Supply, Inc. (“Beacon”), which website is available at www.qxo.com/beacon. Copies of the new materials posted to the website are filed herewith. Copies of the new articles referenced on the website are reproduced as Articles 1, 2 and 3 below. In the news 3/10/2025 Digital Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 17)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 17) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

QXO Extends Tender Offer to Acquire Beacon Roofing Supply

Exhibit (a)(5)(S) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

QXO and Beacon Confirm Discussions Regarding Potential Transaction

Exhibit (a)(5)(P) QXO and Beacon Confirm Discussions Regarding Potential Transaction GREENWICH, Conn.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 16)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 16) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 15)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 15) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

CNBC Squawk Box Discussion Transcript March 10, 2025

Exhibit (a)(5)(Q) On March 10, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc., issued the following LinkedIn post. The LinkedIn post referred to a discussion on CNBC’s Squawk Box, the transcript of which is reproduced below. CNBC Squawk Box Discussion Transcript March 10, 2025 Joe Kernen: Here we go, Andrew. Your wish is my command. Beacon Roofing Supply and QXO are in discussions about a possib

Article 1:

Exhibit (a)(5)(R) Article 1: Beacon Roofing Supply, QXO Discussing Potential Deal Wall Street Journal By Denny Jacob March 10, 2025 § Beacon said it is delaying its investor day that was scheduled for Thursday Beacon Roofing Supply and QXO have launched discussions about a potential combination in which Brad Jacobs’ company would acquire Beacon for around $7.

To the Beacon Roofing Supply team, I know this might be a stressful time for all of you. Uncertainty is never easy, and right now, it’s still up in the air whether QXO will be successful in our effort to acquire Beacon. I want to acknowledge that and

Exhibit (a)(5)(O) To the Beacon Roofing Supply team, I know this might be a stressful time for all of you.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

MDM Distribution Intelligence - QXO Unveils Slate of Directors to Replace Beacon's, Gains Antritrust Clearance

Exhibit (a)(5)(N) MDM Distribution Intelligence - QXO Unveils Slate of Directors to Replace Beacon's, Gains Antritrust Clearance Article 1: Building-Products Distributor QXO Prepares to Nominate Directors Over Beacon Deal Wall Street Journal By Lauren Thomas January 15, 2025 § QXO publishes offer to buy Beacon for $124.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 14)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 13)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 13) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

EX-99.(A)(5)(M)

Exhibit (a)(5)(M)

EX-99.(A)(5)(L)

Exhibit (a)(5)(L) Yesterday, Beacon put out a head-scratcher press release filled with misleading and inaccurate claims.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 12)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 12) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

Description of C

Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following is a description of the material terms of the capital stock of QXO, Inc. (“QXO,” the “Company,” “we,” “us,” and “our”), as well as other material terms of the Company’s Fifth Amended and Restated Certificate of Incorporation (as amended, the “Amended and Restated Charter”), Amended and Restated Bylaws (the “Amended and Restated Bylaws”) and ot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 o TRANSITION REPORT UNDER SECTION 13 OR 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-38063 QXO, INC. (Exact name of registrant as specified in its charter) Delaw

Securities Trading Policy of QXO, Inc.

Exhibit 19.1 QXO, INC. SECURITIES TRADING POLICY Effective as of June 6, 2024 I.Purpose To describe the standards and requirements concerning the handling of non-public information relating to QXO, Inc. and its subsidiaries (collectively, the “Company”) and the buying and selling of securities of the Company. II.Persons Affected and Prohibited Transactions The general prohibitions of this Policy a

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 4, 2025 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) (I

Clawback Policy of QXO, Inc.

Exhibit 97.1 QXO, INC. COMPENSATION RECOVERY POLICY Effective as of June 6, 2024 1.Purpose. This Policy sets forth the terms on which the Company may recover erroneously awarded compensation to its executive officers. This Policy is intended to comply with Section 10D of the Exchange Act and Nasdaq Listing Rule 5608 (or the listing standards of any other national stock exchange or quotation system

QXO Extends Tender Offer to Acquire Beacon Roofing Supply

Exhibit (a)(5)(K) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N

List of Subsidiaries

Exhibit 21.1 Significant Subsidiaries of QXO, Inc. None.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

QXO Reports Fourth Quarter 2024 Results

Exhibit 99.1 QXO Reports Fourth Quarter 2024 Results GREENWICH, Conn. — March 4, 2025 — QXO, Inc. (NYSE: QXO) today announced its financial results for the fourth quarter 2024. The company reported a loss of $(0.02) per basic and diluted shares attributable to common shareholders. For the full year 2024, the company reported a loss of $(0.11) per basic and diluted shares attributable to common sha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10)

SC TO-T/A 1 eh250595601tota10.htm AMENDMENT NO. 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent

QXO Extends Tender Offer to Acquire Beacon Roofing Supply

Exhibit (a)(5)(J) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

QXO www.qxo.com/beacon QXO’s Offer for Beacon Roofing - Best Interest of Shareholders QXO’s all-cash $ 124.25-per-share offer for Beacon Roofing Supply is highly compelling. A higher price than Beacon’s stock has ever traded. Delivers immediate cash

Exhibit (a)(5)(I) QXO www.qxo.com/beacon QXO’s Offer for Beacon Roofing - Best Interest of Shareholders QXO’s all-cash $ 124.25-per-share offer for Beacon Roofing Supply is highly compelling. A higher price than Beacon’s stock has ever traded. Delivers immediate cash at a 37% premium to the unaffected 90-day VWAP. Highly Attractive Significant premium, no regulatory delays, financing risks or due

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

EX-99.(A)(5)(H)

Exhibit (a)(5)(H)

EX-99.(A)(5)(G)

Exhibit (a)(5)(G) Home Team Newsroom Our offer to buy Beacon SWK Technologies Investors Our offer to buy Beacon “Our highly attractive offer provides Beacon’s shareholders with immediate cash at a significant premium to the unaffected share price—without regulatory delays, financing risks, or due diligence conditions.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na

QXO Proposes Full Slate of Independent Directors for Election at Beacon Roofing Supply’s 2025 Annual Meeting

Exhibit (a)(5)(F) QXO Proposes Full Slate of Independent Directors for Election at Beacon Roofing Supply’s 2025 Annual Meeting GREENWICH, Conn.

QXO Receives Antitrust Clearance for Acquisition of Beacon Roofing Supply Calls on Beacon to Remove Shareholder-Unfriendly Poison Pill

Exhibit (a)(5)(E) QXO Receives Antitrust Clearance for Acquisition of Beacon Roofing Supply Calls on Beacon to Remove Shareholder-Unfriendly Poison Pill GREENWICH, Conn.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant  ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) BEACON ROOFING SUPPLY, INC. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na

With No Competing Offers, Beacon Roofing’s Board Stalls and Misleads Beacon Insiders Recently Sold Shares Well Below Offer Price, Undermining Beacon’s Case Against QXO QXO Calls on Beacon Roofing to Let Shareholders Decide on QXO’s $124.25 All-Cash O

Exhibit (a)(5)(D) With No Competing Offers, Beacon Roofing’s Board Stalls and Misleads Beacon Insiders Recently Sold Shares Well Below Offer Price, Undermining Beacon’s Case Against QXO QXO Calls on Beacon Roofing to Let Shareholders Decide on QXO’s $124.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant  ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) BEACON ROOFING SUPPLY, INC. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant  ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) BEACON ROOFING SUPPLY, INC. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na

Exhibit (a)(5)(C) QXO Urges Beacon Roofing Supply to Let Shareholders Decide on Premium All-Cash Offer of $124.25 per Share

Exhibit (a)(5)(C) QXO Urges Beacon Roofing Supply to Let Shareholders Decide on Premium All-Cash Offer of $124.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) BEACON ROOFING SUPPLY, INC. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na

QXO Comments on Beacon Roofing Supply’s Adoption of Shareholder-Unfriendly Poison Pill Reaffirms Commitment to Acquiring Beacon for $124.25 per Share in Cash All-Cash Offer Provides Significant and Immediate Value to Beacon Shareholders

Exhibit (a)(5)(B) QXO Comments on Beacon Roofing Supply’s Adoption of Shareholder-Unfriendly Poison Pill Reaffirms Commitment to Acquiring Beacon for $124.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) BEACON ROOFING SUPPLY, INC. (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant  ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant  ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

EXECUTION VERSION

Exhibit (b)(1)                       EXECUTION VERSION         GOLDMAN SACHS BANK USA 200 West Street New York, NY 10282     MORGAN STANLEY SENIOR FUNDING, INC.

Exhibit 1

Exhibit 1 QXO Launches $11 Billion Tender Offer to Acquire Beacon Roofing Supply for $124.

INNISFREE M&A Offer to Purchase for Cash All Outstanding Shares of Common Stock Beacon Roofing Supply, Inc. $124.25 Per Share Queen MergerCo, Inc. a wholly owned subsidiary of QXO, Inc.

Exhibit (a)(1)(D) INNISFREE M&A INCORPORATED Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc.

NOTICE OF GUARANTEED DELIVERY TENDER OF SHARES OF COMMON STOCK OF BEACON ROOFING SUPPLY, INC.

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF BEACON ROOFING SUPPLY, INC.

Calculation of Filing Fee Tables Schedule TO (Form Type) BEACON ROOFING SUPPLY, INC. (Name of Subject Company (Issuer)) QUEEN MERGERCO, INC. A Wholly Owned Subsidiary of QXO, INC. (Parent of Offeror) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC Table 1 – Trans

Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) BEACON ROOFING SUPPLY, INC.

LETTER OF TRANSMITTAL To Tender Shares of Common Stock Beacon Roofing Supply, Inc. Pursuant to the Offer to Purchase dated January 27, 2025 Queen MergerCo, Inc A Wholly Owned Subsidiary of QXO, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MID

Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Beacon Roofing Supply, Inc.

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock Beacon Roofing Supply, Inc. $124.25 Per Share Queen MergerCo, Inc. a wholly owned subsidiary of QXO, Inc.

Exhibit (a)(1)(F) This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below).

Exhibit 2

Exhibit 2 Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc.

QXO Launches $11 Billion Tender Offer to Acquire Beacon Roofing Supply for $124.25 Per Share in Cash Urges Beacon Shareholders to Secure Significant and Immediate Cash Value by Tendering into QXO’s Offer

Exhibit (a)(5)(A) QXO Launches $11 Billion Tender Offer to Acquire Beacon Roofing Supply for $124.

EXECUTION VERSION

Exhibit (b)(2)                       EXECUTION VERSION         CITIGROUP GLOBAL MARKETS INC.

Offer to Purchase for Cash All Outstanding Shares of Common Stock Beacon Roofing Supply, Inc. $124.25 Per Share Queen MergerCo, Inc. a wholly owned subsidiary of QXO, Inc.

Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Name of Filing Perso

Offer to Purchase for Cash All Outstanding Shares of Common Stock Beacon Roofing Supply, Inc. $124.25 Per Share Queen MergerCo, Inc. A Wholly Owned Subsidiary of QXO, Inc. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,

TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38063

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38063 QXO, Inc. The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) Five American Lan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 QXO, INC. (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 QXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-38063 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Five Americ

QXO Proposes to Acquire Beacon Roofing Supply for $124.25 Per Share in Cash Offers Significant and Immediate Value to Beacon Shareholders with a 37% Premium above Beacon’s Unaffected 90-Day Share Price

EXHIBIT 99.1 QXO Proposes to Acquire Beacon Roofing Supply for $124.25 Per Share in Cash Offers Significant and Immediate Value to Beacon Shareholders with a 37% Premium above Beacon’s Unaffected 90-Day Share Price GREENWICH, Conn., January 15, 2025 – QXO, Inc. (Nasdaq: QXO) today announced that it has made public a proposal to the Board of Directors of Beacon Roofing Supply, Inc. (Nasdaq: BECN) t

Press Release, dated January 15, 2024.

EXHIBIT 99.1 QXO Proposes to Acquire Beacon Roofing Supply for $124.25 Per Share in Cash Offers Significant and Immediate Value to Beacon Shareholders with a 37% Premium above Beacon’s Unaffected 90-Day Share Price GREENWICH, Conn., January 15, 2025 – QXO, Inc. (Nasdaq: QXO) today announced that it has made public a proposal to the Board of Directors of Beacon Roofing Supply, Inc. (Nasdaq: BECN) t

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, 2025 QXO, INC. (Exact

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, 2025 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)

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, 2025 QXO, INC. (Exact

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, 2025 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)

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 6, 2025 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)

QXO to List Shares on the New York Stock Exchange

EXHIBIT 99.1 QXO to List Shares on the New York Stock Exchange GREENWICH, Conn. — January 6, 2025 — QXO, Inc. (Nasdaq: QXO) today announced that it will transfer the listing of its common stock to the New York Stock Exchange (“NYSE”) from the Nasdaq Stock Market (“Nasdaq”). The company will retain its stock ticker, QXO. QXO expects to begin trading on the NYSE on January 17, 2025, when Chairman an

Submission of Matters to a Vote of Security Holders

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): December 9, 2024 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 o TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38063 QXO, INC. (Exac

Employment Agreement, dated as of July 17, 2024, by and between QXO, Inc. and Ihsan Essaid.*

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of July 15, 2024 (the “Effective Date”), by and between QXO, Inc. (together with its successors and assigns, the “Company”), and Ihsan Essaid (“Employee”), and the Company and Employee together shall be referred to as the “Parties”. Certain capitalized terms in this Agreement are defined throughout this Agreem

QXO Reports Third Quarter 2024 Results

Exhibit 99.1 QXO Reports Third Quarter 2024 Results GREENWICH, Conn. — November 13, 2024 — QXO, Inc. (Nasdaq: QXO) today announced its financial results for the third quarter 2024. The company reported a loss of $0.01 per basic and diluted share attributable to common shareholders. THIRD QUARTER 2024 SUMMARY RESULTS Three Months Ended Nine Months Ended (in thousands) September 30, 2024 September 3

JOINT FILING AGREEMENT

EX-99.1 2 d889361dex991.htm EX-99.1 EXHIBIT 1 CUSIP No. 82846H405 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended. Date: Novembe

QXO / QXO, Inc. / Finepoint Capital LP - SC 13G Passive Investment

SC 13G 1 d889361dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) * QXO, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Offer Letter, dated June 14, 2024, by and between QXO, Inc. and Sean Smith.*

Five American Lane Greenwich, CT 06831 Exhibit 10.10 June 6, 2024 Sean Smith Delivered via email to [email protected] Hello Sean, On behalf of QXO, Inc. (the “Company”), I am happy to offer you the position of Interim Chief Financial Officer (“Interim CFO”) and Chief Accounting Officer. I know I speak for the rest of our team when I say how pleased we are to make you this offer. In your role as t

Form of Restricted Stock Units Award.*

Exhibit 10.11 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE QXO, INC. 2024 OMNIBUS INCENTIVE COMPENSATION PLAN, dated as of [DATE] (the “Grant Date”) between QXO, INC., a Delaware corporation (the “Company” or “QXO”), and [NAME]. This Restricted Stock Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of an award of [#] restricted stock units (this “Award”) that ar

QXO Reports Second Quarter 2024 Results

Exhibit 99.1 QXO Reports Second Quarter 2024 Results GREENWICH, Conn. — August 14, 2024 — QXO, Inc. (Nasdaq: QXO) today announced its second quarter results for the three and six months ended June 30, 2024. Financial Highlights for the Three Months Ended June 30, 2024, Compared with the Three Months Ended June 30, 2023: •Total revenue was $14.54 million, compared with $13.26 million. •Software pro

QXO, Inc. Severance Plan (incorporated herein by reference to Exhibit 10.9 to the Company’s Form 10-Q Quarterly Report filed with the SEC on August 14, 2024).

Exhibit 10.9 QXO, INC. SEVERANCE PLAN SECTION 1 PURPOSE OF THE PLAN The Compensation and Talent Committee (the “Committee”) of the Board of Directors (the “Board”) of QXO, Inc. (the “Company”) desires to provide financial assistance to select executives upon certain terminations of employment in accordance with the terms and conditions of the QXO, Inc. Severance Plan (this “Plan”). The Committee a

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 2024 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)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 o TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38063 QXO, INC. (Exact nam

QXO / QXO, Inc. / ORBIS INVESTMENT MANAGEMENT LTD - ORBIS INVESTMENT MANAGEMENT LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 QXO, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 82846H405 (CUSIP Number) July 31, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

As filed with the Securities and Exchange Commission on July 30, 2024

As filed with the Securities and Exchange Commission on July 30, 2024 Registration No.

Filing Fee Table.*

EXHIBIT 107 Calculation of Filing Fee Table Form S-8 (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.00001 per

Calculation of Filing Fee Tables 424(b)(3) (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(3) (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

789,549,465 Shares of Common Stock 900,000 Shares of Convertible Perpetual Preferred Stock 197,109,065 Warrants to Purchase Shares of Common Stock 261,010,074 Shares Issuable Upon Exercise of Company Warrants

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-281084 PROSPECTUS SUPPLEMENT (To Prospectus dated July 29, 2024) 789,549,465 Shares of Common Stock 900,000 Shares of Convertible Perpetual Preferred Stock 197,109,065 Warrants to Purchase Shares of Common Stock 261,010,074 Shares Issuable Upon Exercise of Company Warrants This prospectus supplement relates to the resale by

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) QXO, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate (1) Amount of Registrati

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: July 29, 2024 MFN PARTNERS, LP By: /s/ Jonathan Reisman Na

As filed with the Securities and Exchange Commission on July 29, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 29, 2024 Registration No.

Form of Indenture.

Exhibit 4.11 [Form of Indenture] QXO, INC. Company INDENTURE Dated as of [ ], Providing for Issuance of Senior Securities in Series [ ], Trustee Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended Trust Indenture Act Section Indenture Section 310(a)(1) 7.09;7.10 (a)(2) 7.10 (a)(3) 7.10 (a)(4) 7.10 (a)(5) 7.10 (b) 7.10 (c) N.A. 311(a) 7.11 (b) 7.11

QXO / QXO, Inc. / MFN Partners, LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* QXO, Inc. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 82846H405 (CUSIP Number) July 19, 2024 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to whic

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): July 29, 2024

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): July 29, 2024 QXO, INC. (Exact name of registrant as specified in its charter) Delaware 000-50302 16-1633636 (State or other jurisdiction of incorporation) (Commission File Number) (I

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): July 22, 2024

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): July 22, 2024 QXO, INC. (Exact name of registrant as specified in its charter) Delaware 000-50302 16-1633636 (State or other jurisdiction of incorporation) (Commission File Number) (I

QXO Announces $620 Million Raised in New Private Placement Closes Previously Announced $3.5 Billion Private Placement Company Expects to Have Approximately $5.0 Billion in Cash and No Debt After New Private Placement Closes

Exhibit 99.1 QXO Announces $620 Million Raised in New Private Placement Closes Previously Announced $3.5 Billion Private Placement Company Expects to Have Approximately $5.0 Billion in Cash and No Debt After New Private Placement Closes GREENWICH, Conn. — July 22, 2024 — QXO, Inc. (Nasdaq: QXO) (the “Company” or “QXO”), a company expected to become a tech-forward leader in the building products di

Form of Purchase Agreement, dated as of July 22, 2024, by and between QXO, Inc. and the Investor signatory thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on July 22, 2024).

Exhibit 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Purchase Agreement”) is entered into on July 22, 2024, by and between QXO, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”). WHEREAS, the Company is seeking commitments from interested investors to purchase shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 15, 2024 QXO, INC. (Exact name of registrant as specified in its charter) Delaware 000-50302 16-1633636 (State or other jurisdiction of incorporation) (Commission File Number) (I

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): July 2, 2024 QXO, INC. (Exact name of registrant as specified in its charter) Delaware 000-50302 16-1633636 (State or other jurisdiction of incorporation) (Commission File Number) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☒ Definitive Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) QXO, INC. (Name of Company as Spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Definitive Information Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) QXO, INC. (Name of Company as Spe

QXO / QXO, Inc. / Jacobs Private Equity II, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2417351d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* QXO, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 82846H 405 (CUSIP Number) Jacobs Private Equity II, LLC Bradley S. Jacobs Five American Lane Greenwich, CT 0683

Lock-Up Agreement, dated June 13, 2024

EX-99.11 2 tm2417351d1ex99-11.htm EXHIBIT 99.11 EXHIBIT 99.11 LOCK-UP AGREEMENT June 13, 2024 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 Ladies and Gentlemen: The undersigned understands that Goldman Sachs & Co. LLC (“Goldman Sachs”) and Morgan Stanley & Co. LLC (“Morg

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 10, 2024 QXO, INC. (Exact name of registrant as specified in its charter) Delaware 000-50302 16-1633636 (State or other jurisdiction of incorporation) (Commission File Number) (I

QXO Announces $3.5 Billion Private Placement

Exhibit 99.1 QXO Announces $3.5 Billion Private Placement GREENWICH, Conn. — June 13, 2024 — QXO, Inc. (Nasdaq: QXO) (the “Company” or “QXO”), a company expected to be a tech-forward leader in the building products distribution industry, today announced that it has entered into purchase agreements with certain institutional and accredited investors for a $3.5 billion private placement financing (t

Form of Purchase Agreement, dated as of June 13, 2024, by and between QXO, Inc. and the Investor signatory thereto (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on June 14, 2024).

Exhibit 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Purchase Agreement”) is entered into on June 13, 2024, by and between QXO, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”). WHEREAS, the Company is seeking commitments from interested investors to purchase shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), in

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): June 13, 2024 QXO, INC. (Exact na

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): June 13, 2024 QXO, INC. (Exact name of registrant as specified in its charter) Delaware 000-50302 16-1633636 (State or other jurisdiction of incorporation) (Commission File Number) (I

Form of Pre-Funded Warrant.

Exhibit 4.1 The securities represented by this instrument and the securities issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended, or securities laws of any state and may not be transferred, sold or otherwise disposed of except pursuant to a registration statement relating thereto in effect under such act and applicable state securities laws or pursu