QXO, Inc.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
QXO$13.73-0.4%Stored close · as of Nov 10, 2026
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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 | Form of Warrant 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. | 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. | |||
| 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. | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.