UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| Item 8.01 | Other Events. |
As previously reported, on April 29, 2025, QXO, Inc., a Delaware corporation (“QXO”), completed the acquisition (the “Acquisition”) of QXO Building Products, Inc., a Delaware corporation formerly known as Beacon Roofing Supply, Inc. (“QXO Building Products”), pursuant to the Agreement and Plan of Merger, dated as of March 20, 2025, by and among QXO, QXO Building Products and Queen MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO.
This Current Report on Form 8-K is being filed to provide (i) the unaudited condensed consolidated financial statements of QXO Building Products and (ii) the unaudited pro forma combined financial information for QXO and QXO Building Products, in each case as described below. This Current Report on Form 8-K does not modify or update the condensed consolidated financial statements of QXO included in QXO’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025, nor does it reflect any subsequent information or events.
The historical unaudited condensed consolidated balance sheets of QXO Building Products as of March 31, 2025, December 31, 2024 and March 31, 2024 and the related condensed consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows of QXO Building Products for each of the three months ended March 31, 2025 and 2024, together with the notes thereto, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The unaudited pro forma combined financial statements of QXO and QXO Building Products, consisting of the unaudited pro forma combined statements of operations of QXO and QXO Building Products for the year ended December 31, 2024 and for the three months ended March 31, 2025, giving effect to the Acquisition as if it had occurred on January 1, 2024, and the unaudited pro forma combined balance sheet of QXO and QXO Building Products as of March 31, 2025, giving effect to the Acquisition as if it had occurred on March 31, 2025, together with the notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 20, 2025
| QXO, INC. |
| By: | /s/ Ihsan Essaid | ||
| Name: | Ihsan Essaid | ||
| Title: | Chief Financial Officer | ||