{"url_path":"/sec/qxo/8-k/2026-07-01/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-079864-index.html","accession_number":"0001104659-26-079864","cik":"0001236275","ticker":"QXO","issuer_name":"QXO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-079864-index.html","primary_entity_key":"0001236275","primary_entity_name":"QXO, Inc."},"word_count":932,"has_tables":true,"body_markdown":"Item 9.01Financial Statements and Exhibits.\n\n \n\n(a) Financial Statements of Business Acquired.\n\n \n\nThe historical audited consolidated balance sheets\nof TopBuild as of December 31, 2025 and 2024 and the related consolidated statements of operations, comprehensive income, cash flows and\nchanges in shareholders’ equity of TopBuild for each of the years ended December 31, 2025, 2024 and 2023, together with the notes\nthereto and the independent registered public accounting firm’s report thereon, are filed as Exhibit 99.4 to this Current Report\non Form 8-K and are incorporated by reference into this Item 9.01(a). The historical unaudited condensed consolidated balance sheets of\nTopBuild as of March 31, 2026 and December 31, 2025 and the related condensed consolidated statements of operations, comprehensive income,\ncash flows and changes in equity of TopBuild for the three months ended March 31, 2026 and 2025, together with the notes thereto, are\nfiled as Exhibit 99.5 to this Current Report on Form 8-K and are incorporated herein by reference into this Item 9.01(a).\n\n \n\n(b) Pro Forma Financial Information.\n\n \n\nThe unaudited pro forma combined financial statements\nof QXO, QXO Building Products, Inc. (formerly known as Beacon Roofing Supply, Inc., “QXO Building Products”), Kodiak Building\nPartners Inc. (“Kodiak”) and TopBuild (collectively, the “Companies”), consisting of the unaudited pro forma combined\nstatements of operations of the Companies for the year ended December 31, 2025, giving effect to the Merger, the acquisitions of QXO Building\nProducts and Kodiak and the related transactions (collectively, the “Acquisitions”) as if they had occurred on January 1,\n2025, and the unaudited pro forma combined balance sheet of the Companies as of March 31, 2026, giving effect the Merger, the acquisition\nof Kodiak and the related transactions as if they had occurred on March 31, 2026, together with the notes thereto, were included in QXO’s\nCurrent Report on Form 8-K filed with the SEC on May 18, 2026, and are incorporated by reference into this Item 9.01(b) as Exhibit 99.6.\n\n \n\n(d)       Exhibits.\n\n \n\nExhibit\nNo.\n\nDescription\n\n[2.1](https://www.sec.gov/Archives/edgar/data/1236275/000110465926045111/tm2612209d1_ex2-1.htm)\n[Agreement and Plan of Merger, dated as of April 18, 2026, by and among QXO, Inc., TopBuild Corp., Titanium MergerCo, Inc. and Titanium MergerCo 2, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by QXO with the SEC on April 20, 2026).*](https://www.sec.gov/Archives/edgar/data/1236275/000110465926045111/tm2612209d1_ex2-1.htm)\n\n[3.1](tm2618991d7_ex3-1.htm)\n[Certificate of Amendment to Certificate of Designations of Series C Convertible Perpetual Preferred Stock, filed with the Secretary of State of the State of Delaware and effective July 1, 2026.](tm2618991d7_ex3-1.htm)\n\n[3.2](tm2618991d7_ex3-2.htm)\n[Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of QXO, Inc., dated July 1, 2026.](tm2618991d7_ex3-2.htm)\n\n[4.1](tm2618991d7_ex4-1.htm)\n[Supplemental Indenture No. 1, dated as of July 1, 2026, among QXO Building Products, Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.](tm2618991d7_ex4-1.htm)\n\n[10.1](tm2618991d7_ex10-1.htm)\n[Incremental Assumption and Amendment Agreement No. 2, dated as of July 1, 2026, among Queen HoldCo, LLC, as Holdings, QXO Building Products, Inc., as Borrower, the subsidiary loan parties party thereto, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.](tm2618991d7_ex10-1.htm)\n\n[99.1](tm2618991d7_ex99-1.htm)\n[Press release issued by QXO, dated July 1, 2026, announcing closing of the TopBuild Acquisition.](tm2618991d7_ex99-1.htm)\n\n[99.2](https://www.sec.gov/Archives/edgar/data/1236275/000110465926062862/tm2612209d8_ex99-1.htm)\n[Audited consolidated balance sheet of Kodiak as of December 31, 2025 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows of Kodiak for the year ended December 31, 2025, together with the notes thereto and the independent auditor’s report thereon (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by QXO with the SEC on May 18, 2026).](https://www.sec.gov/Archives/edgar/data/1236275/000110465926062862/tm2612209d8_ex99-1.htm)\n\n[99.3](https://www.sec.gov/Archives/edgar/data/1236275/000110465926062862/tm2612209d8_ex99-2.htm)\n[Unaudited consolidated balance sheet of Kodiak as of March 31, 2026 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows of Kodiak for the three months ended March 31, 2026 and 2025, together with the notes thereto (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by QXO with the SEC on May 18, 2026).](https://www.sec.gov/Archives/edgar/data/1236275/000110465926062862/tm2612209d8_ex99-2.htm)\n\n[99.4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1633931/000110465926020481/bld-20251231x10k.htm)\n[Audited consolidated balance sheets of TopBuild as of December 31, 2025 and 2024 and the related consolidated statements of operations, comprehensive income, cash flows and changes in shareholders’ equity of TopBuild for each of the years ended December 31, 2025, 2024 and 2023, together with the notes thereto and the independent registered public accounting firm’s report thereon (incorporated by reference to TopBuild’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1633931/000110465926020481/bld-20251231x10k.htm)\n\n[99.5](https://www.sec.gov/ix?doc=/Archives/edgar/data/1633931/000110465926055233/bld-20260331x10q.htm)\n[Unaudited condensed consolidated balance sheets of TopBuild as of March 31, 2026 and December 31, 2025 and the related condensed consolidated statements of operations, comprehensive income, cash flows and changes in equity of TopBuild for the three months ended March 31, 2026 and 2025, together with the notes thereto (incorporated by reference to TopBuild’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed on May 5, 2026).](https://www.sec.gov/ix?doc=/Archives/edgar/data/1633931/000110465926055233/bld-20260331x10q.htm)\n\n[99.6](https://www.sec.gov/Archives/edgar/data/1236275/000110465926062862/tm2612209d8_ex99-5.htm)\n[Unaudited pro forma combined financial information (incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K filed by QXO with the SEC on May 18, 2026).](https://www.sec.gov/Archives/edgar/data/1236275/000110465926062862/tm2612209d8_ex99-5.htm)\n\n104\nCover Page Interactive Data File (embedded within the Inline XBRL document).\n\n \n\n* Schedules and/or exhibits have been omitted pursuant to Instruction\n4 to Item 1.01 of Form 8-K. QXO agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential\nbasis upon request.\n\n \n\n5\n\n \n\n \n\nSIGNATURES\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDate: July 1, 2026\n\n \n\n \n**QXO, INC.**\n\n \n \n\n \nBy: \n/s/ Christopher Signorello\n\n \n \n\nName:\n\nChristopher Signorello\n\n \n \nTitle\nChief Legal Officer"}