Core Viewpoint - QXO, Inc. is committed to acquiring Beacon Roofing Supply, Inc. for $124.25 per share in cash, which represents a significant premium over Beacon's recent stock prices [1][2]. Group 1: Acquisition Details - QXO's all-cash tender offer of $124.25 per share provides a 37% premium to Beacon's 90-day unaffected volume-weighted average price of $91.02 as of November 15, 2024, and a 26% premium to the price of $98.75 before the proposal became public [2]. - The tender offer will remain open until 12:00 midnight, New York City time, on February 24, 2025, with QXO prepared to complete the acquisition shortly after the tender expires [3]. - The transaction is not subject to any financing or due diligence conditions, and QXO expects regulatory approval processes to be completed by the time the tender offer expires [3]. Group 2: Company Background - QXO provides technology solutions primarily to clients in manufacturing, distribution, and service sectors, including consulting, professional services, and proprietary software development [5]. - The company aims to become a tech-forward leader in the $800 billion building products distribution industry, targeting tens of billions of dollars in annual revenue over the next decade through acquisitions and organic growth [5].

Core Viewpoint - QXO, Inc. has proposed to acquire Beacon Roofing Supply, Inc. for $124.25 per share in cash, representing a total transaction value of approximately $11 billion and a 37% premium over Beacon's 90-day unaffected share price of $91.02 [1]. Group 1: Proposal Details - The all-cash offer of $124.25 per share is positioned as compelling value for Beacon shareholders, despite the Beacon Board's reluctance to engage [2]. - QXO's proposal includes a 26% premium to Beacon's unaffected price of $98.75 per share as of November 15, 2024, and a 17% premium to Beacon's all-time high price of $105.84 [6][12]. - QXO has secured approximately $5 billion in cash and financing commitments to ensure the acquisition can be completed without contingencies [9]. Group 2: Engagement Challenges - QXO has faced over five months of actions from Beacon's Board that appear to frustrate the transaction, including delays and unreasonable preconditions [4]. - Despite attempts to engage constructively, QXO has encountered significant resistance from Beacon's leadership, including a proposed standstill that would prevent direct communication with shareholders [5]. Group 3: Market Context - The attractiveness of QXO's offer has increased due to a deteriorating operating environment and capital markets, which have negatively impacted Beacon's business outlook [7]. - Beacon's trading multiple has lagged behind peers, with a significant discount in its valuation compared to the building products sector [12]. Group 4: QXO's Readiness - QXO is prepared to move quickly to negotiate definitive acquisition documentation and has the institutional knowledge and experience to execute the transaction efficiently [11][16]. - The leadership team at QXO has a proven track record of building and growing businesses through strategic acquisitions and investments in technology [14][15].

Company Listing Transfer - QXO Inc will transfer its common stock listing from Nasdaq to the New York Stock Exchange (NYSE) starting January 17, 2025 [1] - The company will retain its stock ticker symbol QXO during the transfer [1] - QXO's Chairman and CEO Brad Jacobs will ring the Opening Bell on the first day of NYSE trading [1] CEO Statement and Company Vision - CEO Brad Jacobs expressed confidence in NYSE listing, citing prior successful NYSE-listed companies he founded [2] - QXO aims to become a tech-forward leader in the $800 billion building products distribution industry [2] - The company targets tens of billions in annual revenue through acquisitions and organic growth over the next decade [2] Business Overview - QXO provides technology solutions primarily to manufacturing, distribution, and service sectors [2] - Services include consulting, professional services, specialized programming, training, and technical support [2] - The company develops proprietary software and acts as a value-added reseller for business application software [2] - Software solutions cover accounting, financial reporting, ERP, warehouse management, CRM, and business intelligence [2] Media and Investor Contacts - Media contact: Joe Checkler, 203-609-9650, joe.checkler@qxo.com [4] - Investor contact: Mark Manduca, 203-321-3889, mark.manduca@qxo.com [4]

Industry Overview - The building products distribution industry is a massive market, estimated at roughly $800 billion in annual revenue across North America and Europe, which is larger than the global semiconductor billings projected for 2024 [1]

Legal Investigation - Levi & Korsinsky has initiated an investigation into QXO (NASDAQ: QXO) regarding potential breaches of fiduciary duty [1] - Shareholders who have held QXO shares since at least July 30, 2024, and currently hold shares can obtain additional information or contact Joseph E Levi, Esq [1] Law Firm Background - Levi & Korsinsky is a nationally recognized firm with offices in New York, Connecticut, California, and Washington, D C [2] - The firm's attorneys have extensive expertise in prosecuting securities litigation involving financial fraud and have recovered hundreds of millions of dollars for aggrieved shareholders [2] Contact Information - Levi & Korsinsky, LLP is located at 33 Whitehall Street, 17th Floor, New York, NY 10004 [3] - Contact Joseph E Levi, Esq via email at [email protected] or by telephone at (212) 363-7500 [3]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ Emerging Growth Company o FORM 10-Q ____________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38063 QXO, INC. (Exact name of registrant as specified in its charter) Delaware ( ...

Financial Performance - Total revenue for Q3 2024 was $13.16 million, a decrease of 2.0% compared to $13.42 million in Q3 2023[3] - Software product revenue increased by 6.2% to $3.03 million, while service and other revenue decreased by 4.2% to $10.13 million[2] - Net income for the quarter was $17.1 million, including $57.0 million in interest income, compared to a net loss of $2.11 million in Q3 2023[4] - Adjusted EBITDA was negative $11.47 million, a significant decline from positive $665,000 in Q3 2023, attributed to higher employee-related costs[4] - Total revenue for Q3 2024 was $13,155,000, a decrease of 2% from $13,423,000 in Q3 2023[17] - Software product revenue increased to $3,028,000, up 6.3% from $2,850,000 year-over-year[17] - Net income for Q3 2024 was $17,132,000, compared to a net loss of $2,110,000 in Q3 2023[17] - Operating expenses surged to $39,268,000 in Q3 2024, a significant increase from $7,908,000 in Q3 2023[17] - Adjusted EBITDA for Q3 2024 was $(11,469,000), down from $665,000 in Q3 2023[19] Cash and Equity - As of September 30, 2024, QXO had approximately $5.04 billion in cash on hand[5] - Total stockholders' equity as of September 30, 2024, was $5.04 billion, down from $7.47 million in the previous year[16] - Total cash, cash equivalents, and restricted cash at the end of the period was $5,040,612, down from $6,880,000 at the end of the previous year[18] - Cash provided by operating activities for the nine months ended September 30, 2024, was $30,923,000, a substantial increase from $818,000 in the same period of 2023[18] - The company reported a net cash increase of $5,034,469 for the nine months ended September 30, 2024[18] Company Strategy and Positioning - The company raised approximately $4.1 billion through private placements, increasing the number of common shares outstanding to 409.4 million[5] - QXO aims to target tens of billions of dollars in annual revenue over the next decade through acquisitions and organic growth in the $800 billion building products distribution industry[6] - The company has no debt and a seasoned leadership team, positioning it for leadership in its industry[3] Expenses and Costs - Current liabilities increased to $19.55 million from $11.52 million in the previous year[16] - The company incurred transaction costs of $8,095,000 in Q3 2024, compared to $2,986,000 in Q3 2023[19] - Share-based compensation expenses for the nine months ended September 30, 2024, totaled $13,985,000, significantly higher than $41,000 in the same period of 2023[19]