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QXO, Inc.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 14, 2026

QXO$11.56-0.7%Stored close · as of Nov 6, 2026
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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, 2026

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 name of registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation)16-1633636(IRS Employer Identification No.)

Five American Lane

Greenwich, CT 06831

(Address of principal executive offices)

(888) 998-6000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.00001 per shareQXONew York Stock Exchange
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 shareQXO.PRBNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller Reporting Companyo
Emerging Growth Companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ Nox

As of August 7, 2026, there were 1,037,490,709 shares outstanding of the registrant’s common stock.

FORM 10-Q

For the Quarter Ended June 30, 2026

TABLE OF CONTENTS

PART I.FINANCIAL INFORMATIONPage
Item 1.Condensed Consolidated Financial Statements (Unaudited)4
Condensed Consolidated Balance Sheets4
Condensed Consolidated Statements of Operations5
Condensed Consolidated Statements of Comprehensive Loss6
Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity7
Condensed Consolidated Statements of Cash Flows9
Notes to the Condensed Consolidated Financial Statements10
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations38
Item 3.Quantitative and Qualitative Disclosures About Market Risk53
Item 4.Controls and Procedures53
PART II.OTHER INFORMATION
Item 1.Legal Proceedings54
Item 1A.Risk Factors54
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds64
Item 3.Defaults Upon Senior Securities64
Item 4.Mine Safety Disclosures64
Item 5.Other Information64
Item 6.Exhibits65
Signatures66
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.