Item 9A. Controls and Procedures
Item 9A. Controls and 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.
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). 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. This evaluation was conducted using the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 2013. Based upon that evaluation, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2025.
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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.
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.
Item 9B. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. 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 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.
The Company has a Securities Trading Policy that governs the purchase, sale and other dispositions of its securities by directors, officers and employees. 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 included as Exhibit 19.1 to this Annual Report.
Item 11. Executive Compensation
Information required by Item 11 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by Item 13 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 fiscal year ended December 31, 2025.
Item 14. Principal Accountant Fees and Services
Information required by Item 14 of Part III of Form 10-K incorporated herein by reference from our Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the close of fiscal year ended December 31, 2025.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
The list of consolidated financial statements provided in the Index to Consolidated Financial Statements is incorporated herein by reference. Such consolidated financial statements are filed as part of this Annual Report. 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.
Exhibits
(a)
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). +
8-K
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. +
8-K
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. +
8-K
2.1 February 11, 2026
3.1 Fifth Amended and Restated Certificate of Incorporation of the Company, dated June 6, 2024.
8-K
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.
8-K
3.2 June 6, 2024
3.3 Certificate of Designation of the Convertible Perpetual Preferred Stock of QXO, Inc.
8-K
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
4.1*
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
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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 .
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.
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
8-K
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.
8-K
10.1 November 5, 2025
10.11*
Investment Agreement, dated as of January 5, 2026, by and among QXO, Inc., AP Quince Holdings, L.P. and the other investors party thereto .
10.12***
Employment Agreement, dated as of June 5, 2024, by and between Brad Jacobs and the Company.
8-K
10.3 June 6, 2024
10.13***
Offer Letter, dated April 14, 2024, by and between QXO, Inc. and Mark Meller.
8-K
10.2 April 15, 2024
10.14***
Offer Letter, dated June 6, 2024, by and between QXO, Inc. and Christopher Signorello.
10-Q
10.5 August 14, 2025
10.15***
Offer Letter, dated June 14, 2024, by and between QXO, Inc. and Sean Smith.
10-Q
10.10 August 14, 2024
10.16***
Employment Agreement, dated as of July 17, 2024, by and between QXO, Inc. and Ihsan Essaid.
10-Q
10.1 November 13, 2024
10.17***
QXO, Inc. Severance Plan.
10-Q
10.9 August 14, 2024
10.18***
QXO, Inc. 2024 Omnibus Incentive Compensation Plan.
8-K
10.1 June 5, 2024
10.19***
Form of Restricted Stock Unit Award Agreement.
10-Q
10.11 August 14, 2024
10.20*
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors .
10.21*
Form of Performance-Based Restricted Stock Unit Award Agreement.
16.1 Letter re Change in Certifying Accountant .
8-K
16.1 March 26, 2025
19.1 Securities Trading Policy of QXO, Inc.
10-Q
19.1 August 14, 2025
21.1*
List of Subsidiaries
23.1*
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.2*
Consent of Marcum LLP, Independent Registered Public Accounting Firm
23.3*
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.4*
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.
10-K
97.1 March 4, 2025
99.1*
Predecessor financial information for QXO Building Products, Inc. for the period from January 1, 2025 to April 28, 2025
99.2*
Predecessor financial information for QXO Building Products, Inc. for the year ended December 31, 2024
99.3*
Management’s discussion and analysis of predecessor financial information for QXO Building Products, Inc.
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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.
101.SCH* Inline XBRL Taxonomy Extension Schema
101.CAL* Inline XBRL Taxonomy Extension Calculation
101.PRE* Inline XBRL Taxonomy Extension Presentation
101.LAB* Inline XBRL Taxonomy Extension Labels
101.DEF* Inline XBRL Taxonomy Extension Definition
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.
Item 16. Form 10-K Summary
None.
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SIGNATURES
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.
QXO, INC.
Date: February 27, 2026
By: /s/ Brad Jacobs
Brad Jacobs
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name Position Date
/s/ Brad Jacobs
Chief Executive Officer and Chairman of the Board of Directors February 27, 2026
Brad Jacobs (Principal Executive Officer)
/s/ Ihsan Essaid
Chief Financial Officer February 27, 2026
Ihsan Essaid (Principal Financial Officer)
/s/ Sean Smith
Chief Accounting Officer February 27, 2026
Sean Smith (Principal Accounting Officer)
/s/ Allison Landry
Lead Independent Director
February 27, 2026
Allison Landry
/s/ Jason Aiken
Director February 27, 2026
Jason Aiken
/s/ Marlene Colucci
Director February 27, 2026
Marlene Colucci
/s/ Mario Harik
Director February 27, 2026
Mario Harik
/s/ Mary Kissel
Director February 27, 2026
Mary Kissel
/s/ Jared Kushner
Director February 27, 2026
Jared Kushner
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