v3.26.1
Acquisitions (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of 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.
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.
Schedule of Preliminary Allocation of the Purchase Price 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 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 
Intangible Asset, Finite-Lived, Acquired
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 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
Business Combination, 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 
Business Combination, Pro Forma Information
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 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)