Basic earnings (loss) per common share is computed using the two-class method, which is an earnings allocation method that determines earnings (loss) per share for common shares and participating securities. Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents or the conversion of the Company’s Convertible Preferred Stock, Mandatory Convertible Preferred Stock and Series C Preferred Stock. The weighted-average number of common shares outstanding used in the basic and diluted net loss per share calculation include the Pre-Funded Warrants as the Pre-Funded Warrants are exercisable at any time for nominal consideration. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and vesting of restricted stock unit awards.

Diluted net income (loss) per common share is calculated by utilizing the most dilutive result of the if-converted and two-class methods. In both methods, net income (loss) attributable to common stockholders and the weighted-average common shares outstanding are adjusted to account for the impact of the assumed issuance of potential common shares that are dilutive, subject to dilution sequencing rules.


(in millions, except per share amounts; certain amounts may not recalculate due to rounding)	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Basic and diluted earnings (loss) per common share computation:
Net loss	$	(55)	$	(59)	$	(282)	$	(50)
Less: Convertible Preferred Stock dividend	(23)		(23)		(45)		(45)
Less: Mandatory Convertible Preferred Stock dividend	(8)		(3)		(16)		(3)
Less: Series C Preferred Stock dividend	(23)		—		(23)		—
Less: Undistributed earnings allocated to participating securities	—		—		—		—
Loss attributable to common shareholders	$	(109)	$	(85)	$	(366)	$	(98)

Weighted-average common shares	725.3		522.7		713.9		466.4
Weighted-average Pre-Funded Warrants	42.0		42.0		42.0		42.0
Total weighted-average common shares outstanding	767.3		564.7		755.9		508.4

Basic and diluted loss per common share	$	(0.14)	$	(0.15)	$	(0.48)	$	(0.19)

The following table includes the number of shares that may be dilutive common shares in the future. These shares were not included in the computation of diluted net income (loss) per common share because the effect was either anti-dilutive or the requisite performance conditions were not met:


	Three Months Ended June 30,		Six Months Ended June 30,
(in millions)	2026	2025	2026	2025
Convertible Preferred Stock	219.0	219.0	219.0	219.0
Mandatory Convertible Preferred Stock	30.9	34.8	28.4	34.8
Series C Preferred Stock	86.0	—	86.0	—
Warrants	219.0	219.0	219.0	219.0
Stock-based awards	24.3	30.1	24.3	30.1
Total potential dilutive securities not included in loss per common share	579.2	502.9	576.7	502.9

Subsequent to the quarter ended June 30, 2026, in connection with the closing of the TopBuild Acquisition, QXO issued approximately 312.0 million shares of QXO common stock to former holders of TopBuild Shares and issued an additional 100,000 shares of Series C Preferred Stock to the Series C Investors. The conversion of the Series C Preferred Stock may result in dilutive common shares in the future. The Series C Preferred Stock is, at the option of the holders, convertible into the Company’s common stock at an initial conversion price of $23.25 per share based on the then-applicable Stated Value plus accrued and unpaid dividends.