v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Beacon Roofing Supply, Inc. Acquisition
On March 20, 2025, QXO entered into the Beacon Merger Agreement with Beacon and Beacon Merger Sub, pursuant to which QXO agreed to acquire Beacon for a purchase price of $124.35 per share of common stock (the “Beacon Merger Consideration”) of Beacon. On the Beacon Closing Date, pursuant to the Beacon Merger Agreement, Beacon Merger Sub merged with and into Beacon, with Beacon remaining as the surviving entity and being renamed QXO Building Products, and the Company completed its acquisition of Beacon.
The Company was determined to be the accounting acquirer in the Beacon Acquisition in accordance with ASC Topic 805 (“ASC 805”), Business Combinations, primarily due to having board and common share voting control over the combined company, and its managers, including the chief executive officer, directing the activities of the newly merged entity. Furthermore, the Beacon Acquisition was initiated by QXO, and the Company retained the QXO name subsequent to the Beacon Acquisition. The historical financial statements of QXO prior to April 29, 2025 are reflected in this Quarterly Report as QXO’s historical financial statements. Accordingly, the financial results of QXO as of and for any periods prior to April 29, 2025 do not include the financial results of Beacon and current and future results will not be comparable to historical results.
Additionally, in considering the foregoing principles of predecessor determination and in light of the Company’s specific facts and circumstances, the Company determined that Beacon was the predecessor entity to QXO at the time of the Beacon Acquisition for financial reporting purposes.
Purchase Price
The following table summarizes the components of the aggregate purchase consideration paid to acquire Beacon:
(in millions)
Cash paid for outstanding Beacon common stock(1)
$7,736 
Converted Beacon restricted stock units (“RSUs”) and options attributable to pre-combination service(2)
104 
Payment of Beacon debt, including accrued interest(3)
2,948 
Aggregate acquisition consideration10,788 
Less: cash acquired
144 
Aggregate acquisition consideration, net of cash acquired$10,644 
(1) The cash component of the aggregate acquisition consideration represents 62.2 million shares of outstanding common stock of Beacon multiplied by the $124.35 per share cash portion of the acquisition consideration.
(2) This amount represents the value of outstanding equity awards held by Beacon employees that were converted into replacement QXO instruments with identical terms. The conversion was based on the volume-weighted average trading price of QXO common stock for the five consecutive trading days ending on the trading day immediately preceding the Beacon Closing Date. The fair value of replacement equity-based awards attributable to pre-acquisition service was recorded as part of the consideration transferred. This amount also includes cash paid by QXO of $16 million to settle RSUs for non-employee members of the board of directors of Beacon, which were accelerated in full, cancelled and paid in cash for $124.35 per share. See Note 8 for additional information.
(3) This amount represents the cash paid by QXO to settle Beacon’s senior secured term loan B facility, senior secured notes, and outstanding line of credit borrowings of $1.26 billion, $1.25 billion and $371 million, respectively. Additionally, accrued interest expense of $30 million and a breakage fee of $38 million was paid for early termination of Beacon’s debt at the closing of the Beacon Acquisition.
Purchase Price Allocation
The Company applied the acquisition method of accounting in accordance with ASC 805, Business Combinations, and recognized assets acquired and liabilities assumed at their fair values as of the effective date of the Beacon Acquisition, with the excess purchase consideration recorded to goodwill. Goodwill reflects the assembled workforce of Beacon as well as operating synergies that are expected to result from the Beacon Acquisition and is not deductible for tax purposes.
The Company continued to obtain information to complete its valuation of certain assets and liabilities, in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded. The Company initially estimated the fair value of assets acquired and liabilities assumed based on information available and adjusted those estimates as additional information pertaining to events or circumstances present at the Beacon Closing Date became available during the measurement period. The Company reflected measurement period adjustments in the period in which the adjustments occurred.
During the three months ended June 30, 2026, the Company finalized the fair value of assets acquired and liabilities assumed in the Beacon Acquisition. The following table presents the allocation of the Beacon Acquisition’s purchase price to the assets acquired and liabilities assumed, and a reconciliation to total consideration transferred, net of cash acquired. Prior to April 29, 2026, the Company recorded certain adjustments primarily related to accounts receivable, inventories, vendor rebates receivable, property and equipment, accounts payable, accrued expenses and deferred income taxes. The Company recorded measurement period adjustments during the period of January 1, 2026 through April 28, 2026, which had a net impact of increasing goodwill by $7 million.
(in millions)
Purchase Price Allocation
Assets:
Accounts receivable
$1,320 
Inventories
1,782 
Vendor rebates receivable
236 
Income tax receivable
20 
Prepaid expenses and other current assets81 
Property and equipment
684 
Goodwill5,118 
Intangibles
4,131 
Operating lease right-of-use assets
708 
Other non-current assets
17 
Liabilities:
Accounts payable(1,136)
Accrued expenses(531)
Deferred income taxes
(908)
Other long-term liabilities(28)
Operating lease liabilities(668)
Finance lease liabilities(182)
Aggregate acquisition consideration, net of cash acquired$10,644 
The following table presents a summary of intangible assets acquired and the weighted-average useful life of these assets:
(in millions, except weighted-average useful life)
Fair Value
Weighted-Average Useful Life in Years
Customer relationships
$3,901 10.0
Trade names
230 3.0
Total intangible assets acquired
$4,131 9.6
The fair value estimate of the customer relationships intangible asset was determined using the multi-period excess earnings method. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the customer relationships intangible asset, net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets. The fair value estimate of the trade names intangible asset was determined using the relief-from-royalty method, which presumes the owner of the asset avoids hypothetical royalty payments that would need to be made for the use of the asset if the asset was not owned.
A key assumption in the fair value measurement of the customer relationships intangible asset is the customer attrition rate, which projects the percentage of customer revenue from an existing customer base that is lost over the customer relationships intangible asset’s estimated useful life. Other key inputs used in the discounted cash flow analyses and other areas of judgment include projected financial information, discount rates used to present value future cash flows, royalty rates, economic useful life of assets and tax rates, as relevant, that market participants would consider when estimating fair values.
During the year ended December 31, 2025, the Company incurred transaction costs of approximately $75 million related to the Beacon Acquisition. These costs were primarily associated with legal and professional services and were recognized in selling, general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2025.
Unaudited Pro Forma Combined Financial Information
The following unaudited pro forma combined financial information presents the combined results of the Company and Beacon for the three and six months ended June 30, 2025 as if the Beacon Acquisition had been completed on January 1, 2024. The unaudited pro forma combined financial information presented below does not give effect to the May 2025 and June 2025 common and preferred (including Mandatory Convertible Preferred Stock) equity financings (as further discussed in Note 6), as these financings were not directly attributable to the Beacon Acquisition. The proceeds from equity financings completed in May 2025 were used to repay indebtedness under the Term Loan Facility (as defined in Note 9) previously incurred as part of financings that were completed to effectuate the Beacon Acquisition. As this repayment of indebtedness was not directly attributable to the Beacon Acquisition, the related reduction in interest expense is not reflected in this unaudited pro forma combined financial information. The unaudited pro forma combined financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Beacon Acquisition had occurred on January 1, 2024, nor is it indicative of future results.
The following table presents the Company’s pro forma combined net sales and net income (loss):
(in millions)
Three Months Ended
June 30, 2025		Six Months Ended June 30, 2025
Net sales
$2,693 $4,614 
Net loss$(9)$(144)
The unaudited pro forma combined financial information includes, where applicable, adjustments for:
(i) Acquisition accounting in accordance with ASC 805;
(ii) Financing transactions directly attributable to the Beacon Acquisition; and
(iii) Transaction costs incurred by the Company that were directly attributable to the Beacon Acquisition.
These pro forma adjustments are based upon assumptions that the Company believes are reasonable to reflect the impact of the Beacon Acquisition on the Company’s historical financial information on a supplemental pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business.
Kodiak Building Partners, Inc. Acquisition
On February 10, 2026, QXO entered into the Kodiak Merger Agreement with Kodiak, CSC, and Kodiak Merger Sub pursuant to which QXO agreed to acquire Kodiak from Court Square Capital Partners.
On the Kodiak Closing Date, pursuant to the Kodiak Merger Agreement, Kodiak Merger Sub merged with and into Kodiak, with Kodiak remaining as the surviving entity, and the Company completed the Kodiak Acquisition for a net purchase price of $2.22 billion. The purchase price comprised $2.0 billion of cash and 13.3 million shares of the Company’s common stock.
Kodiak is a U.S. distributor of lumber, trusses, windows and doors, construction supplies, waterproofing, roofing, and complementary exterior products, as well as value-added assembly, fabrication, and installation services. The integration of Kodiak’s structural and exterior construction product offerings with QXO’s existing offerings will better position the Company to grow market share and advance the Company’s plan to become the tech-enabled leader in the building products distribution industry.
Purchase Price
The following table summarizes the components of the preliminary aggregate purchase consideration paid to acquire Kodiak and is subject to adjustments:
(in millions)
Cash paid to sellers$478 
Payment of Kodiak debt, including accrued interest(1)
1,503 
QXO consideration shares issued(2)
257 
Preliminary aggregate acquisition consideration
2,238 
Less: preliminary cash acquired16 
Preliminary aggregate acquisition consideration, net of cash acquired
$2,222 
(1) This amount represents the cash paid by QXO to settle Kodiak’s secured term loan facility and asset-based credit facility of $1.49 billion and $15 million, respectively.
(2) The QXO share consideration component of the preliminary aggregate acquisition consideration represents 13.2 million shares of QXO’s common stock issued to Kodiak equityholders at a per share price of $19.42, which was based on the QXO share price quoted one business day prior to the Kodiak Closing Date. In addition, concurrently with the execution of the Kodiak Merger Agreement, certain employees of Kodiak entered into rollover agreements (the “Rollover Agreements”) with QXO. Pursuant to such Rollover Agreements, each such employee re-invested a portion of their after-tax cash proceeds received as merger consideration in exchange for a total of 0.1 million shares of QXO common stock.
Preliminary Purchase Price Allocation
The Company applied the acquisition method of accounting in accordance with ASC 805, Business Combinations, and recognized assets acquired and liabilities assumed at their fair values as of the effective date of the Kodiak Acquisition, with the excess purchase consideration recorded to goodwill. Goodwill reflects the assembled workforce of Kodiak as well as operating synergies that are expected to result from the Kodiak Acquisition. All preliminary goodwill is not deductible for tax purposes.
The purchase price allocation is preliminary and subject to change. The Company is continuing to obtain information to complete its valuation of certain assets and liabilities, in addition to ensuring all other assets and liabilities and contingencies have been identified and recorded. The Company has estimated the preliminary fair value of assets acquired and liabilities assumed based on information currently available and will continue to adjust those estimates as additional information pertaining to events or circumstances present at the Kodiak Closing Date becomes available during the measurement period. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments occur, and the Company will finalize its accounting for the Kodiak Acquisition within one year of the Kodiak Closing Date.
The following table presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed, and a reconciliation to total consideration transferred, net of cash acquired. The allocation of the purchase price is ongoing, and the Company continues to ascertain the reasonableness of the fair value of the assets acquired and liabilities assumed.
(in millions)
Preliminary Purchase Price Allocation
Assets:
Accounts receivable
$215 
Inventories
213 
Vendor rebates receivable
11 
Income tax receivable
9 
Prepaid expenses and other current assets16 
Property and equipment
186 
Goodwill1,089 
Intangibles
835 
Operating lease right-of-use assets
176 
Other non-current assets
3 
Liabilities:
Accounts payable(112)
Accrued expenses(77)
Deferred income taxes
(160)
Other long-term liabilities(8)
Operating lease liabilities(164)
Finance lease liabilities(10)
Preliminary aggregate acquisition consideration, net of cash acquired$2,222 
The following table presents a summary of intangible assets acquired and the weighted-average useful life of these assets:
(in millions, except weighted-average useful life)
Preliminary Fair Value
Weighted-Average Useful Life in Years
Customer relationships
$750 10.0
Trade names
85 5.0
Total intangible assets acquired
$835 9.5
The preliminary fair value estimate of the customer relationships intangible asset was determined using the same valuation methodology and assumptions as those used in the Beacon Acquisition.
During the three and six months ended June 30, 2026, the Company incurred transaction costs of approximately $5 million and $15 million, respectively, related to the Kodiak Acquisition. These costs were primarily associated with legal and professional services and were recognized in selling, general and administrative expenses on the condensed consolidated statements of operations.
The following table presents Kodiak net sales and earnings as reported within the condensed consolidated statements of operations.
Three and Six Months Ended June 30, 2026
(in millions)
Net sales
$595 
Net income$15 
Unaudited Pro Forma Combined Financial Information
The following unaudited pro forma combined financial information presents the combined results of the Company and Kodiak as if the Kodiak Acquisition had been completed on January 1, 2025. The unaudited pro forma combined financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the Kodiak Acquisition had occurred on January 1, 2025, nor is it indicative of future results.
The following table presents the Company’s pro forma combined net sales and net income (loss):
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2026202520262025
Net sales
$3,246 $2,545 $5,507 $3,087 
Net loss$(40)$(38)$(262)$(36)
The unaudited pro forma combined financial information includes, where applicable, adjustments for:
(i) Acquisition accounting in accordance with ASC 805;
(ii) Financing transactions directly attributable to the Kodiak Acquisition; and
(iii) Transaction costs incurred by the Company that were directly attributable to the Kodiak Acquisition.
These pro forma adjustments are based on available information as of the date hereof and upon assumptions that the Company believes are reasonable to reflect the impact of the Kodiak Acquisition on the Company’s historical financial information on a supplemental pro forma basis. Adjustments do not include costs related to integration activities, cost savings or synergies that have been or may be achieved by the combined business.
TopBuild Corp. Acquisition
On April 18, 2026, QXO entered into the TopBuild Merger Agreement with TopBuild, Titanium Merger Sub, and Forward Merger Sub, pursuant to which QXO agreed to acquire TopBuild for approximately $15 billion in a combination of cash and stock consideration.
On the TopBuild Closing Date, pursuant to the terms of the TopBuild Merger Agreement, Titanium Merger Sub merged with and into TopBuild, with TopBuild surviving the Titanium Merger as a wholly-owned subsidiary of QXO and immediately thereafter, TopBuild merged with and into Forward Merger Sub, with Forward Merger Sub surviving the Forward Merger as a wholly-owned subsidiary of QXO. At the effective time of the Titanium Merger, by virtue of the Titanium Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.01 per share, of TopBuild (“TopBuild Shares”) issued and outstanding immediately prior thereto (other than certain excluded shares, cancelled shares and dissenting shares) was converted into the right to receive, at the election of the holder and subject to proration as described in the TopBuild Merger Agreement, one of the following forms of merger consideration: (i) an amount in cash equal to $505.00 per TopBuild Share (the “Cash Consideration”) or (ii) 20.200 QXO shares of common stock per TopBuild Share (the “Stock Consideration”). TopBuild Shares in respect of which no cash election or stock election was validly made were treated as having elected to receive the Stock Consideration in accordance with the terms of the TopBuild Merger Agreement.
TopBuild stockholders of record of approximately 91.0% of the outstanding shares of TopBuild common stock elected to receive the Cash Consideration and, in accordance with the proration procedures in the TopBuild Merger Agreement, all of such outstanding shares of TopBuild common stock were converted into the right to receive approximately $249.67 in cash and 10.212 shares of QXO common stock per share of TopBuild common stock.
In connection with the TopBuild Acquisition, QXO issued approximately 312.0 million shares of QXO common stock to former holders of TopBuild Shares and paid aggregate cash consideration of approximately $6.4 billion.
TopBuild is the largest distributor and installer of insulation and related building products in North America, providing installation and distribution services across residential, commercial, and industrial end markets. TopBuild’s insulation capabilities expand QXO's scale and strengthen its position across the building products value chain.
Due to the limited time between the TopBuild Closing Date and the Company’s filing of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, initial accounting for the business combination is incomplete and the Company is not yet able to disclose the provisional amounts to be recognized as of the acquisition date for assets acquired and liabilities assumed. The Company expects to provide the preliminary purchase price allocation information in the Quarterly Report on Form 10-Q for the quarter ending September 30, 2026.