What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-04 · 141 added, 63 removed, 61 unchanged (77% of the section changed)

Controls and Procedures

(a) Evaluation of Disclosure and Control Procedures

Evaluation of Disclosure and Control Procedures

As of the end of the period covered by this Annual Report, the Company’s management evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management ’ s Report on Internal Control over Financial Reporting

Management ’ s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.

As of the end of the period covered by this Annual Report, the Company’s management evaluated, with the participation of its principal executive officer and principal financial officer, the effectiveness of the Company’s internal control over financial reporting.

2 unchanged sentences

Pursuant to the rules of the SEC, the Company’s management’s report on internal control over financial reporting is furnished with this Annual Report and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

On April 29, 2025, the Company completed its acquisition of Beacon (see Note 3 – Acquisitions of Item 8 of Part II, “Financial Statements and Supplementary Data” of this Annual Report).

In accordance with the SEC’s guidance that a recently acquired business may be omitted from the scope of management’s assessment for up to one year from the date of acquisition, the Company’s management has excluded Beacon from its evaluation of its internal control over financial reporting as of December 31, 2025.

As of and for the year ended December 31, 2025, total assets of Beacon represented 86.1% of consolidated total assets of the Company, and total revenues of Beacon represented 99.1% of total revenues of the Company.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding the Company's internal control over financial reporting.

The Company’s management’s report on internal control over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits the Company to provide only the Company’s management’s report on internal control over financial reporting in this Annual Report.

There were no changes in our internal control over financial reporting during our year ended December 31, 2024, or in other factors that could significantly affect these controls, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes to Internal Control over Financial Reporting

On April 29, 2025, the Company completed its acquisition of Beacon (see Note 3 – Acquisitions of Item 8 of Part II, “Financial Statements and Supplementary Data” of this Annual Report).

The Company is currently integrating policies, processes, people, technology and operations for the combined company.

Management will continue to evaluate our internal control over financial reporting as we execute integration activities.

During the fiscal quarter ended December 31, 2025, except as noted above, there were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above.

Management does not expect, however, that our disclosure controls and procedures will prevent or detect all error and fraud.

Any control system, no matter how well designed and operated, is based on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Other Information

The predecessor financial information is included as Exhibits 99.1, 99.2, and 99.3 to this Annual Report and are incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

Incorporated herein by reference is the text found in this Annual Report from the section titled, “Information About Our Executive Officers” in Item 1 – Part I.

Incorporated herein by reference is the text found in this Annual Report from the section titled, “Information About Our Executive Officers” in Item 1 of Part I.

The remaining information required by Item 10 of Part III of Form 10-K is incorporated herein by reference from our definitive Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025.

1 unchanged sentence

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

A copy of our Securities Trading Policy is filed as Exhibit 19.1 to this Annual Report.

A copy of our Securities Trading Policy is included as Exhibit 19.1 to this Annual Report.

Executive Compensation

1 unchanged sentence

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by Item 12 of Part III of Form 10-K, including information regarding security ownership of certain beneficial owners and management and related shareholder matters is incorporated herein by reference from our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2024.

Information required by Item 12 of Part III of Form 10-K is incorporated herein by reference from our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025.

Certain Relationships and Related Transactions, and Director Independence

7 unchanged sentences

All financial statement schedules are omitted because the required information is not applicable, or because the information required is included in the consolidated financial statements and notes thereto.

Incorporated by Reference

Exhibit Number Description Form Exhibit Filing Date

2.1 Amended and Restated Investment Agreement, dated April 14, 2024, by and among QXO, Inc.

and Jacobs Private Equity II, LLC (on behalf of itself and on behalf of each of the other Investors) (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report filed with the SEC on April 15, 2024).

3.1 Fifth Amended and Restated Certificate of Incorporation of the Company, dated June 6, 2024 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).

3.2 Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of the Company, dated June 6, 2024 (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).

3.3 Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.3 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).

4.1* Description of C apital Stock .

and Jacobs Private Equity II, LLC (on behalf of itself and on behalf of each of the other Investors).

2.1 April 15, 2024

2.2 Agreement and Plan of Merger, dated as of March 20, 2025, by and among QXO, Inc., Beacon Roofing Supply, Inc.

and Queen MergerCo, Inc.

2.1 March 20, 2025

2.3 Agreement and Plan of Merger, dated as of February 10, 2026, by and among QXO, Inc., Kodiak Building Supply Inc., Juno Merger Sub, Inc.

and CSC Shareholder Services LLC.

2.1 February 11, 2026

3.1 Fifth Amended and Restated Certificate of Incorporation of the Company, dated June 6, 2024.

3.1 June 6, 2024

3.2 Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of the Company, dated June 6, 2024.

3.2 June 6, 2024

3.3 Certificate of Designation of the Convertible Perpetual Preferred Stock of QXO, Inc.

(incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).

4.3 Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).

4.4 Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.3 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).

4.5 Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.4 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).

4.6 Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K Current Report filed with the SEC on June 14, 2024).

10.1 Stockholders Agreement, dated as of June 6, 2024, by and among the Company, the Other Investors and JPE (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).

10.2 Registration Rights Agreement, dated as of June 6, 2024, by and among the Company, JPE and the other investors (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).

Employment Agreement, dated as of June 5, 2024, by and between Brad Jacobs and the Company (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K Current Report filed with the SEC on June 6, 2024).

4.1 June 6, 2024

3.4 Certificate of Designations of 5.50% Series B Mandatory Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware and effective May 27, 2025.

8-K 3.1 May 27, 2025

3.5 Amended and Restated Bylaws of the Company.

8-K 3.3 June 6, 2024

Description of Capital Stock.

4.2 F orm of Wa rrant Certificate.

8-K 4.2 June 6, 2024

4.3 Form of Warrant Certificate .

8-K 4.3 June 6, 2024

4.4 Form of Warrant Certificate .

8-K 4.4 June 6, 2024

4.5 Form of Pre-Funded Warrant .

8-K 4.1 June 14, 2024

4.6 Form of Certificate for the 5.50% Series B Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.4).

8-K 4.1 May 27, 2025

4.7 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.

8-K 4.2 May 27, 2025

4.8 Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.7).

8-K 4.3 May 27, 2025

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

8-K 4.1 April 29, 2025

4.10 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.

8-K 4.2 April 29, 2025

10.1 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.

8-K 10.1 April 29, 2025

10.2 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.

8-K 10.2 April 29, 2025

10.3 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.

8-K 10.3 April 29, 2025

10.4 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.

8-K 10.4 April 29, 2025

10.5 Stockholders Agreement, dated as of June 6, 2024, by and among the Company, the Other Investors and JPE.

8-K 10.1 June 6, 2024

10.6 Registration Rights Agreement, dated as of June 6, 2024, by and among the Company, JPE and the other investors.

8-K 10.2 June 6, 2024

10.7 Form of Purchase Agreement, dated as of June 13, 2024, by and between QXO, Inc.

and the Investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on June 14, 2024).

and the Investors signatory thereto .

8-K 10.1 June 14, 2024

10.8 Form of Purchase Agreement, dated as of July 22, 2024, by and between QXO, Inc.

and the Investors signatory thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on July 22, 2024).

Amended and Restated Meller Letter Agreement, dated April 14, 2024, by and between QXO, Inc.

and Mark Meller (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on April 15, 2024).

Meller Offer Letter, dated April 14, 2024, by and between QXO, Inc.

and Mark Meller (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K Current Report filed with the SEC on April 15, 2024).

2024 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the SEC on June 5, 2024).

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).

and the Investors signatory thereto.

8-K 10.1 July 22, 2024

10.9 Form of Purchase Agreement, dated as of March 17, 2025, by and between QXO, Inc.

and the Investors signatory thereto

10.1 March 17, 2025

10.10 Incremental Assumption and Amendment Agreement No.1, dated November 5, 2025, by and among Queen HoldCo, LLC, as Holdings, QXO Building Products, Inc., as Borrower, the subsidiary loan parties party thereto, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.

10.1 November 5, 2025

Investment Agreement, dated as of January 5, 2026, by and among QXO, Inc., AP Quince Holdings, L.P.

and the other investors party thereto .

Employment Agreement, dated as of June 5, 2024, by and between Brad Jacobs and the Company.

10.3 June 6, 2024

Offer Letter, dated April 14, 2024, by and between QXO, Inc.

and Mark Meller.

10.2 April 15, 2024

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

and Sean Smith (incorporated herein by reference to Exhibit 10.10 to the Company’s Form 10-Q Quarterly Report filed with the SEC on August 14, 2024).

Form of Restricted Stock Units Award (incorporated herein by reference to Exhibit 10.11 to the Company’s Form 10-Q Quarterly Report filed with the SEC on August 14, 2024).

and Christopher Signorello.

10.5 August 14, 2025

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

and Sean Smith.

10.10 August 14, 2024

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

and Ihsan Essaid (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q Quarterly Report filed with the SEC on November 13, 2024).

and Ihsan Essaid.

10.1 November 13, 2024

Severance Plan.

10.9 August 14, 2024

2024 Omnibus Incentive Compensation Plan.

10.1 June 5, 2024

Form of Restricted Stock Unit Award Agreement.

10.11 August 14, 2024

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors .

Form of Performance-Based Restricted Stock Unit Award Agreement.

16.1 Letter re Change in Certifying Accountant .

16.1 March 26, 2025

19.1 Securities Trading Policy of QXO, Inc.

19.1 August 14, 2025

List of Subsidiaries

Consent of Independent Registered Public Accounting Firm

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herein.

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herein.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herein.

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herein.

97.1* Clawback Policy of QXO, Inc.

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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

Consent of Marcum LLP, Independent Registered Public Accounting Firm

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

31.1* Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

31.2* Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

32.1** Certification by the Principal Executive Officer pursuant to 18 U.S.C.

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification by the Principal Financial Officer pursuant to 18 U.S.C.

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Compensation Recovery Policy of QXO, Inc.

97.1 March 4, 2025

Predecessor financial information for QXO Building Products, Inc.

for the period from January 1, 2025 to April 28, 2025

Predecessor financial information for QXO Building Products, Inc.

for the year ended December 31, 2024

Management’s discussion and analysis of predecessor financial information for QXO Building Products, Inc.

101.INS* Inline XBRL Instance – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

**Furnished herewith

***Management contract or compensatory plan or arrangement.

+ Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

QXO agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.

Form 10-K Summary

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 4, 2025

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.

February 27, 2026

/s/ Brad Jacobs

4 unchanged sentences

/s/ Brad Jacobs

Chief Executive Officer and Chairman of the Board of Directors March 4, 2025

Chief Executive Officer and Chairman of the Board of Directors February 27, 2026

Brad Jacobs (Principal Executive Officer)

/s/ Ihsan Essaid

Chief Financial Officer March 4, 2025

Chief Financial Officer February 27, 2026

Ihsan Essaid (Principal Financial Officer)

/s/ Sean Smith

Chief Accounting Officer March 4, 2025

Chief Accounting Officer February 27, 2026

Sean Smith (Principal Accounting Officer)

1 unchanged sentence

Lead Independent Director

March 4, 2025

February 27, 2026

Allison Landry

/s/ Jason Aiken

Director March 4, 2025

Director February 27, 2026

/s/ Marlene Colucci

Director March 4, 2025

Director February 27, 2026

Marlene Colucci

/s/ Mario Harik

Director March 4, 2025

Director February 27, 2026

/s/ Mary Kissel

Director March 4, 2025

Director February 27, 2026

/s/ Jared Kushner

Director March 4, 2025

Director February 27, 2026

Jared Kushner

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures