QXO, INC., 10-K filed on 2/27/2026
Annual Report
v3.25.4
Cover - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
Feb. 19, 2026
Jun. 30, 2025
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2025    
Document Transition Report false    
Entity File Number 001-38063    
Entity Registrant Name QXO, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 16-1633636    
Entity Address, Address Line One Five American Lane    
Entity Address, City or Town Greenwich    
Entity Address, State or Province CT    
Entity Address, Postal Zip Code 06831    
City Area Code 888    
Local Phone Number 998-6000    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 13,730
Entity Common Stock, Shares Outstanding   708,551,189  
Amendment Flag false    
Document Fiscal Period Focus FY    
Document Fiscal Year 2025    
Entity CIK 0001236275    
Documents Incorporated by Reference
Portions of the registrant’s definitive Proxy Statement (“Proxy Statement”) relating to the 2026 Annual Meeting of Stockholders, to be held on May 5, 2026, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The registrant’s Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2025.
   
Common Stock      
Document Information [Line Items]      
Title of 12(b) Security Common Stock, par value $0.00001 per share    
Trading Symbol QXO    
Security Exchange Name NYSE    
Mandatory Convertible Preferred Stock      
Document Information [Line Items]      
Title of 12(b) Security Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share    
Trading Symbol QXO.PRB    
Security Exchange Name NYSE    
v3.25.4
Audit Information
12 Months Ended
Dec. 31, 2025
Auditor Information [Abstract]  
Auditor Name DELOITTE & TOUCHE LLP
Auditor Location Tempe, Arizona
Auditor Firm ID 34
v3.25.4
Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 2,361.6 $ 5,068.5
Accounts receivable, net 1,145.1 2.7
Inventories, net 1,497.3 0.0
Vendor rebates receivable 427.0 0.0
Income tax receivable 31.6 0.0
Prepaid expenses and other current assets 83.7 18.4
Total current assets 5,546.3 5,089.6
Property and equipment, net 688.6 0.4
Goodwill 5,111.3 1.2
Intangibles, net 3,819.1 4.0
Operating lease right-of-use assets, net 689.6 0.3
Deferred income tax assets, net 0.0 2.6
Other assets, net 32.4 0.2
Total assets 15,887.3 5,098.3
Current liabilities:    
Accounts payable 819.0 6.2
Accrued expenses 574.3 38.6
Current portion of operating lease liabilities 107.5 0.2
Current portion of finance lease liabilities 49.2 0.1
Total current liabilities 1,550.0 45.1
Long-term debt, net 3,057.3 0.0
Deferred income tax liabilities, net 847.2 0.0
Operating lease liabilities 561.8 0.1
Finance lease liabilities 138.7 0.2
Other long-term liabilities 25.5 0.0
Total liabilities 6,180.5 45.4
Commitments and contingencies (Note 11)
Stockholders’ equity:    
Common stock, $0.00001 par value; authorized 2,000.0 shares; 674.5 and 409.4 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 0.0 0.0
Additional paid-in capital 9,046.9 4,560.5
Retained earnings (accumulated deficit) (394.5) (6.2)
Accumulated other comprehensive loss (2.3) 0.0
Total stockholders’ equity 9,706.8 [1] 5,052.9
Total liabilities and stockholders’ equity 15,887.3 5,098.3
Mandatory Convertible Preferred Stock    
Stockholders’ equity:    
Preferred stock 558.1 0.0
Convertible Preferred Stock    
Stockholders’ equity:    
Preferred stock $ 498.6 $ 498.6
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2025
Dec. 31, 2024
Preferred stock, authorized (in shares) 600,000 0.0
Common stock, par value (in usd per share) $ 0.00001 $ 0.00001
Common stock, authorized (in shares) 2,000,000,000 2,000,000,000
Common stock, issued (in shares) 674,500,000 409,400,000
Common stock, outstanding (in shares) 674,500,000 409,400,000
Mandatory Convertible Preferred Stock    
Preferred stock, par value (in usd per share) $ 0.001 $ 0.001
Preferred stock, issued (in shares) 600,000 0.0
Preferred stock, outstanding (in shares) 600,000 0.0
Convertible Preferred Stock    
Preferred stock, par value (in usd per share) $ 0.001 $ 0.001
Preferred stock, authorized (in shares) 10,000,000.0 10,000,000.0
Preferred stock, issued (in shares) 1,000,000.0 1,000,000.0
Preferred stock, outstanding (in shares) 1,000,000.0 1,000,000.0
v3.25.4
Consolidated Statements of Operations - USD ($)
$ in Thousands, shares in Millions
12 Months Ended
Dec. 31, 2025
[1]
Dec. 31, 2024
Income Statement [Abstract]    
Net sales $ 6,842,200 $ 56,900
Cost of products sold 5,269,500 33,800
Gross profit 1,572,700 23,100
Operating expense:    
Selling, general and administrative 1,394,800 93,000
Depreciation 108,400 200
Amortization 314,700 [2] 900
Total operating expense 1,817,900 94,100
Loss from operations (245,200) (71,000)
Interest (expense) income, net (47,700) 121,800
Loss on debt extinguishment (49,700) [2] 0
Other income, net 5,500 0
(Loss) income before (benefit from) provision for income taxes (337,100) 50,800
(Benefit from) provision for income taxes (57,700) 22,800
Net (loss) income $ (279,400) [3],[4] $ 28,000
Loss per common share - basic (in usd per share) $ (0.63) $ (0.11)
Loss per common share - diluted (in usd per share) $ (0.63) $ (0.11)
Total weighted-average common shares outstanding:    
Basic (in shares) 613.0 204.0
Diluted (in shares) 613.0 204.0
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[2]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[3]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[4]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Consolidated Statements of Comprehensive (Loss) Income - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
[3]
Dec. 31, 2024
Statement of Comprehensive Income [Abstract]    
Net (loss) income $ (279.4) [1],[2] $ 28.0
Other comprehensive loss:    
Foreign currency translation adjustment (2.3) 0.0
Total other comprehensive loss (2.3) 0.0
Comprehensive (loss) income $ (281.7) $ 28.0
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[2]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[3]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Consolidated Statements of Stockholders’ Equity - USD ($)
shares in Millions, $ in Millions
Total
Common Stock
Additional Paid-in Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Loss
Mandatory Convertible Preferred Stock
Mandatory Convertible Preferred Stock
Preferred Stock
Mandatory Convertible Preferred Stock
Retained Earnings (Accumulated Deficit)
Convertible Preferred Stock
Convertible Preferred Stock
Preferred Stock
Convertible Preferred Stock
Retained Earnings (Accumulated Deficit)
Preferred Stock, beginning balance (in shares) at Dec. 31, 2023             0.0     0.0  
Common Stock, beginning balance (in shares) at Dec. 31, 2023   0.7                  
Beginning balance at Dec. 31, 2023 $ 7.5 $ 0.0 $ 9.4 $ (1.9) $ 0.0   $ 0.0     $ 0.0  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Issuance of Convertible Preferred Stock and Warrants, net of issuance costs (in shares)                   1.0  
Issuance of Convertible Preferred Stock and Warrants, net of issuance costs 981.6   483.0             $ 498.6  
Common stock dividend (17.4)   (17.4)                
Convertible Preferred Stock dividend (32.3)     (32.3)              
Issuance of common stock and pre-funded warrants, net of issuance costs (in shares)   408.7                  
Issuance of common stock and pre-funded warrants, net of issuance costs 4,051.1   4,051.1                
Stock-based compensation 34.4   34.4                
Net (loss) income $ 28.0     28.0              
Preferred Stock, ending balance (in shares) at Dec. 31, 2024           0.0 0.0   1.0 1.0  
Common Stock, ending balance (in shares) at Dec. 31, 2024 409.4 409.4                  
Ending balance at Dec. 31, 2024 $ 5,052.9 $ 0.0 4,560.5 (6.2) 0.0   $ 0.0     $ 498.6  
Common Stock, beginning balance (in shares) at Jun. 05, 2024 5.3                    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Issuance of common stock and pre-funded warrants, net of issuance costs (in shares)                 1.0    
Common Stock, ending balance (in shares) at Jun. 06, 2024 0.7                    
Common Stock, beginning balance (in shares) at Dec. 31, 2024 409.4 409.4                  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Issuance of Convertible Preferred Stock and Warrants, net of issuance costs (in shares) [1]             0.6        
Issuance of Convertible Preferred Stock and Warrants, net of issuance costs [1] $ 558.1           $ 558.1        
Convertible Preferred Stock dividend [1]           $ (18.9)   $ (18.9) $ (90.0)   $ (90.0)
Issuance of common stock and pre-funded warrants, net of issuance costs (in shares) [1]   256.6                  
Issuance of common stock and pre-funded warrants, net of issuance costs [1] $ 4,256.0   4,256.0                
Proceeds from stock option exercises (in shares) 3.8 3.8 [1]                  
Proceeds from stock option exercises [1] $ 18.9   18.9                
Awards assumed in acquisition [1] 87.5   87.5                
Vesting of stock-based compensation awards (in shares) [1]   4.7                  
Tax withholdings for stock-based compensation awards [1] (20.5)                    
Stock-based compensation [1] 144.5   144.5                
Other comprehensive loss [1] (2.3)       (2.3)            
Net (loss) income [1] $ (279.4) [2],[3]     (279.4)              
Preferred Stock, ending balance (in shares) at Dec. 31, 2025           0.6 0.6 [1]   1.0 1.0 [1]  
Common Stock, ending balance (in shares) at Dec. 31, 2025 674.5 674.5 [1]                  
Ending balance at Dec. 31, 2025 [1] $ 9,706.8 $ 0.0 $ 9,046.9 $ (394.5) $ (2.3)   $ 558.1     $ 498.6  
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[2]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[3]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Operating Activities    
Net (loss) income $ (279.4) [1],[2],[3] $ 28.0
Adjustments to reconcile net (loss) income to net cash provided by operating activities:    
Depreciation 108.4 [4] 0.2
Amortization 314.7 [2],[4] 0.9
Stock-based compensation 144.5 [4] 34.4
Amortization of debt issuance costs 6.7 [4] 0.0
Loss on debt extinguishment 49.7 [2],[4] 0.0
Provision for credit losses 13.8 [4] 0.0
Non-cash lease expense 88.0 [4] 0.3
Deferred income taxes (60.6) [4] (1.1)
Changes in operating assets and liabilities:    
Accounts receivable 159.8 [4] 0.2
Inventories 287.8 [4] 0.0
Vendor rebates receivable (186.8) [4] 0.0
Income tax receivable (11.0) [4] 0.0
Prepaid expenses and other current assets 19.9 [4] (12.2)
Accounts payable and accrued expenses (326.4) [4] 34.4
Other assets and liabilities (67.7) [4] (0.3)
Net cash provided by operating activities 261.4 [4] 84.8
Investing Activities    
Capital expenditures (78.2) [4] (0.1)
Acquisition of business, net of cash acquired (10,556.5) [4] 0.0
Other 4.4 [4] 0.0
Net cash used in investing activities (10,630.3) [4] (0.1)
Financing Activities    
Borrowings under revolving lines of credit 841.9 [4] 0.0
Payments under revolving lines of credit (842.0) [4] 0.0
Borrowings under term loan 2,250.0 [4] 0.0
Payments under term loan (1,400.0) [4] 0.0
Borrowings under senior notes 2,250.0 [4] 0.0
Payment of debt issuance costs (114.5) [4] 0.0
Payment of other debt 0.0 [4] (1.7)
Payments under equipment financing facilities and finance leases (30.3) [4] (0.2)
Proceeds from issuance of common stock related to equity awards 18.9 [4] 0.0
Proceeds from issuance of common stock, net of issuance costs 4,256.0 [4] 0.0
Proceeds from issuance of Mandatory Convertible Preferred Stock, net of issuance costs 558.1 [4] 0.0
Proceeds from issuance of Convertible Preferred Stock and warrants, net of issuance costs 0.0 [4] 981.6
Proceeds from the issuance of common stock and pre-funded warrants, net of issuance costs 0.0 [4] 4,051.1
Payment of taxes related to net share settlement of equity awards (20.5) [4] 0.0
Payment of common-stock dividend 0.0 [4] (17.4)
Payment of dividends on Convertible Preferred Stock (90.0) [4] (32.3)
Payment of dividends on Mandatory Convertible Preferred Stock (14.8) [4] 0.0
Net cash provided by financing activities 7,662.8 [4] 4,981.1
Effect of exchange rate changes on cash, cash equivalents and restricted cash (0.5) [4] 0.0
Net (decrease) increase in cash, cash equivalents and restricted cash (2,706.6) [4] 5,065.8
Cash, cash equivalents and restricted cash, beginning of period 5,072.0 [4] 6.2
Cash, cash equivalents and restricted cash, end of period [4] 2,365.4 5,072.0
Cash paid during the period for:    
Interest 138.0 [4] 0.1
Income taxes, net of refunds $ 38.2 [4] $ 0.0
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[2]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[3]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[4]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Description of Business
12 Months Ended
Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business Description of Business
Prior to the Beacon Acquisition (as defined below), QXO, Inc. (“QXO” or the “Company”) was primarily a technology solutions and professional services company, providing critical software applications, consulting and other professional services, including specialized programming, training and technical support to small and mid-size companies in the manufacturing, distribution and services industries. On January 17, 2025, the Company transferred the listing of its common stock, par value $0.00001 per share (the “common stock”), from Nasdaq to the New York Stock Exchange (the “NYSE”). The Company’s listing and trading of the common stock on Nasdaq ended at market close on January 16, 2025. The Company’s common stock began trading on the NYSE on January 17, 2025.
Beacon Acquisition
On March 20, 2025, QXO entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Beacon Roofing Supply, Inc., a Delaware corporation (“Beacon”), and Queen MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Merger Sub”), pursuant to which QXO agreed to acquire Beacon for a purchase price of $124.35 per share of common stock (the “Merger Consideration”) of Beacon (the “Beacon Acquisition”). On April 29, 2025 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into Beacon, with Beacon remaining as the surviving entity and being renamed QXO Building Products, Inc. (“QXO Building Products”), and the Company completed its acquisition of Beacon in a transaction that valued Beacon at $10.6 billion.
As a result of the Beacon Acquisition, QXO has transitioned to a building products distribution company and is the largest publicly-traded distributor of roofing, waterproofing and complementary building products in North America. The Company plans to become the tech-enabled leader in the $800 billion building products distribution industry and generate outsized value for shareholders. The Company is executing its strategy toward a target of $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth.
The Company serves customers in all 50 states throughout the United States (the “U.S.”) and seven provinces in Canada. The Company’s material subsidiary is QXO Building Products.
v3.25.4
Basis of Presentation and Significant Accounting Policies
12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of December 31, 2025 and December 31, 2024, the results of operations for the years ended December 31, 2025 and 2024, and cash flows for the years ended December 31, 2025 and 2024 in accordance with accounting principles generally accepted in the U.S. (“GAAP”). All inter-company transactions and accounts have been eliminated in consolidation.
The Beacon Acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805 (“ASC 805”), Business Combinations. As the legacy Beacon business now comprises substantially all of the Company and has significantly larger operations compared to the Company prior to the Beacon Acquisition, QXO determined that Beacon is the predecessor entity (“predecessor”) for financial reporting purposes. The Company also determined that the Beacon Acquisition represented a fundamental change in QXO’s operations.
Reclassifications
The Company has reclassified certain prior period amounts to conform with the current period presentation in the consolidated statements of operations related to revenue, cost of sales, depreciation and amortization, which are now presented to conform with the predecessor’s historical presentation. The Company has also reclassified certain prior period amounts to conform with the current period presentation in the consolidated balance sheets related to deferred revenue, which is now presented within accrued expenses.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates include inventories, purchase price allocations, income taxes and vendor rebates receivable. Actual results could differ from those estimates.
Business Combinations
The Company records acquisitions resulting in the consolidation of a business using the acquisition method of accounting. Under this method, the Company records the assets acquired, including intangible assets that can be identified, and liabilities assumed based on their estimated fair values at the date of acquisition. Various Level 3 fair value assumptions are used in the determination of these estimated fair values, including items such as sales growth rates, cost synergies, customer attrition rates, discount rates, and other prospective financial information. The purchase price in excess of the fair value of the assets acquired and liabilities assumed is recorded as goodwill. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Management believes these estimates are based on reasonable assumptions, however they are inherently uncertain and unpredictable, therefore actual results may differ. During the measurement period, which is up to one year from the acquisition date, the Company may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. Transaction costs associated with acquisitions are expensed as incurred and are included as a component of selling, general and administrative expense within the consolidated statements of operations.
Cash, Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash balances across a diversified portfolio of global financial institutions that exceed Federal Deposit Insurance Corporation insured limits. The Company believes these global financial institutions to be financially sound with minimal credit risk and the Company has not experienced any losses in such accounts. Amounts included in restricted cash primarily represent those required to be set aside by a contractual agreement as collateral for the Company’s credit card program. The following table provides a reconciliation of cash, cash equivalents and restricted cash:
As of
(in millions)December 31,
2025
December 31,
2024
Cash and cash equivalents$2,361.6 $5,068.5 
Restricted cash included in prepaid expenses and other current assets
3.8 3.5 
Total cash, cash equivalents and restricted cash$2,365.4 $5,072.0 
Accounts Receivable
The Company records accounts receivable at the contractual amount and records an allowance for credit losses for the amount the Company estimates it may not collect. In determining the allowance for credit losses, the Company considers historical collection experience, the age of the accounts receivable balances, the credit quality and risk of its customers, any specific customer collection issues, current economic conditions, and other factors that may impact customers’ ability to pay. The Company also considers reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining the allowance for credit losses. Accounts receivable balances are written off once the receivables are no longer deemed collectible. For the year ended December 31, 2025, no single customer accounted for more than 1% of our net sales.
The following table represents the roll-forward of the allowance for credit losses for the year ended December 31, 2025 and the year ended December 31, 2024:
(in millions)December 31,
2025
December 31,
2024
Balance at beginning of period$0.5 $0.5 
Current period provision for expected credit losses
13.8 — 
Recoveries
(1.3)— 
Balance at end of period$13.0 $0.5 
Inventories
The Company’s inventories primarily represent finished goods, consisting of products available for sale. Inventories acquired in connection with acquisitions are recorded at fair value as of the date of the acquisition. The Company’s inventories not acquired in connection with acquisitions are accounted for using the weighted-average cost method and valued at the lower of cost or net realizable value.
Inventory costs consist of product and inbound shipping and handling costs. Inventory valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or returns to product vendors.
Vendor Rebates
The Company’s arrangements with vendors typically provide for rebates after it makes a special purchase and/or monthly, quarterly and/or annual rebates of a specified amount of consideration payable when a number of measures have been achieved. Annual rebates are generally related to a specified cumulative level of purchases on a calendar-year basis. The Company accounts for such rebates as a reduction of the inventory value until the product is sold, at which time such rebates reduce cost of products sold in the consolidated statements of operations. Throughout the year, the Company estimates the amount of the periodic rebates based upon the expected level of purchases. The Company continually revises these estimates to reflect actual rebates earned based on actual purchase levels.
Property and Equipment
Property and equipment acquired in connection with acquisitions are recorded at fair value as of the date of the acquisition and depreciated utilizing the straight-line method over the estimated remaining useful lives. All other additions are recorded at cost, and depreciation is computed using the straight-line method. The Company reviews the estimated useful lives of its fixed assets on an ongoing basis.
The estimated useful lives of property and equipment are principally as follows:
Buildings40 years
Equipment
3 to 7 years
Furniture and fixtures7 years
Software
3 to 5 years
Finance lease assets and leasehold improvementsShorter of the estimated useful life or lease term, considering renewal options expected to be exercised.
The following is a summary of property and equipment, net:
As of
December 31,
2025
December 31,
2024
(in millions)
Equipment$259.5 $4.0 
Finance lease assets216.9 — 
Leasehold improvements124.5 0.1 
Furniture and fixtures29.7 0.2 
Software31.2 — 
Land and buildings59.6 — 
Construction in progress55.1 — 
Total property and equipment776.5 4.3 
Accumulated depreciation(87.9)(3.9)
Total property and equipment, net$688.6 $0.4 
Leases
The Company accounts for its leases in accordance with ASC 842, Leases. The Company mostly operates in leased branch facilities and corporate offices, which are accounted for as operating leases. The leases typically provide for a base rent plus real estate taxes and insurance. Certain of the leases provide for escalating rents over the lives of the leases, and rent expense is recognized over the terms of those leases on a straight-line basis. In addition, the Company leases equipment, such as trucks and forklifts. Equipment leases are accounted for as either operating or finance leases.
The Company determines whether an arrangement is a lease at inception. The determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right to the Company to control the use of identified property or equipment for a period of time in exchange for consideration.
Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of financial lease liabilities, and finance lease liabilities in the Company’s consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate represents a significant judgment that is based on an analysis of the Company’s credit rating, country risk, treasury and corporate bond yields, as well as comparison to the Company’s borrowing rate on its most recent loan. The Company uses the implicit rate when readily determinable. The operating lease ROU assets also include any prepaid lease payments and lease incentives. The Company’s lease terms include periods under options to extend or terminate the lease when it is reasonably certain that those options will be exercised. The Company generally uses the base, non-cancelable lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. For finance leases, the lease asset is depreciated over the lease term and interest expense is recorded using the effective interest method.
The Company’s lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. The Company has elected to combine fixed payments for non-lease components with lease payments and account for them together as a single lease component, which increases the lease assets and liabilities.
Payments under the Company’s lease agreements are primarily fixed. However, certain lease agreements contain variable payments, which are expensed as incurred and are not included in the operating lease assets and liabilities. These amounts include payments affected by the Consumer Price Index and reimbursements to landlords for items such as property insurance and common area costs. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Goodwill
On an annual basis and at interim periods when circumstances require, the Company tests the recoverability of its goodwill and indefinite-lived intangible assets and reviews for indicators of impairment. Examples of such indicators include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors.
The following table sets forth the change in the carrying amount of goodwill during the year ended December 31, 2025:
(in millions)
December 31,
2025
Balance at beginning of period$1.2 
Acquisitions5,111.2 
Translation and other adjustments(1.1)
Balance at end of period$5,111.3 
Intangible Assets
The Company amortizes certain identifiable intangible assets that have finite lives, currently consisting of customer relationships and trade names. These amortizable intangible assets are amortized over the useful lives of the asset using the straight-line amortization method. Amortizable intangible assets are tested for impairment, when deemed necessary, based on undiscounted cash flows and, if impaired, are written down to fair value based on either discounted cash flows or appraised values.
The following table summarizes intangible assets by category:
As of
Weighted-Average Remaining Life(1)
(Years)
(in millions, except time periods)
December 31,
2025
December 31,
2024
Amortizable intangible assets:
Customer relationships and other
$3,908.7 $9.4 9.3
Trade names
229.9 — 2.3
Total amortizable intangible assets
4,138.6 9.4 9.0
Accumulated amortization(320.2)(5.4)
Total amortizable intangible assets, net
3,818.4 4.0 
Indefinite-lived domain names
0.7 — 
Total intangibles, net$3,819.1 $4.0 
(1) As of December 31, 2025.
The following table summarizes the estimated future amortization expense for intangible assets for each of the next five years ending December 31 and thereafter:
(in millions)
2026$467.6 
2027467.5 
2028415.5 
2029390.3 
2030390.1 
Thereafter1,687.4 
Total future amortization expense$3,818.4 
Accrued Expenses
The following table presents the components of accrued expenses:
As of
(in millions)December 31,
2025
December 31,
2024
Inventory$170.0 $— 
Selling, general and administrative146.8 — 
Customer rebates148.4 — 
Payroll and employee benefit costs66.5 8.1 
Interest expense27.1 — 
Income taxes— 24.0 
Other15.5 6.5 
Total accrued expenses$574.3 $38.6 
Asset Retirement Obligations
A liability for an asset retirement obligation is recorded in the period in which it is incurred. When an asset retirement obligation liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is depreciated over the useful life of the related asset. The Company recognized asset retirement obligations in connection with the Beacon Acquisition. As of December 31, 2025, the carrying amount of the Company’s asset retirement obligations was $25.5 million, which is included in other long-term liabilities on the consolidated balance sheets.
Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
The Company’s current financial assets and liabilities approximate fair value due to their short-term nature and include cash and cash equivalents, accounts receivable, vendor rebates receivable, income tax receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities.
Net Sales
Net sales represent the consideration the Company expects to be entitled to in exchange for transferring products to customers. Performance obligations are satisfied at a point in time, and net sales are recognized when control of the product transfers to the customer, which occurs when the customer accepts the delivery of our product or takes possession of our product with rights and rewards of ownership. Substantially all of the Company’s contracts have a single performance obligation—to deliver products—and are short-term in nature.
The Company does not provide extended payment terms, and payment is due shortly after control transfers. The Company generally does not require prepayments; however, to the extent customers make payments in advance of delivery, the Company records a liability. Total customer advances as of December 31, 2025 was $20.1 million, and are expected to be recognized as revenue in the following year due to the short-term nature of the contracts. There were no customer advances as of December 31, 2024.
Net sales are presented net of variable consideration, including estimated product returns, customer sales incentives (including volume rebates), and early payment discounts taken.
The Company estimates product returns based on historical return rates and records accrued sales returns and defers the related cost of products sold. Total accrued sales returns as of December 31, 2025 was $26.6 million and total cost of products sold deferred was $20.4 million. There were no accrued sales returns or cost of products sold deferred as of December 31, 2024. Provisions for early payment discounts are accrued in the same period in which the sale occurs based on historical experience. Commissions paid to internal sales teams to obtain contracts are expensed as incurred because the related contracts have a duration of one year or less. Sales taxes collected from customers and remitted to governmental authorities are excluded from net sales.
The Company offers sales incentives to customers, primarily volume rebates based on achieving specified sales levels. These volume rebates are not in exchange for a distinct good or service and therefore reduce net sales when the related revenue is recognized. The Company estimates volume rebate accruals based on contract terms, historical experience, and performance levels. Total accrued sales incentives as of December 31, 2025 was $148.4 million. There were no accrued sales incentives as of December 31, 2024.
Shipping and handling amounts billed to customers are included in net sales. Related shipping and handling costs are accounted for as fulfillment activities and are recognized in cost of products sold when control of the products transfers to the customer.
Customer advances, sales returns, and sales incentives are included in accrued expenses, early payment discounts are included in accounts receivable, net, and cost of products sold deferred are included in prepaid and other current assets in the consolidated balance sheets.
Stock-Based Compensation
The Company recognizes stock-based compensation expense based on the equity award’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based vesting conditions, the fair value is established based on the market price of the Company’s common stock on the date of the grant. For grants of performance-based restricted stock units (“PRSUs”) subject to market-based vesting conditions, the fair value is established using a Monte Carlo simulation lattice model. The determination of the fair value of stock-based awards is affected by the Company’s stock price and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. The Company accounts for forfeitures as they occur. The grant date fair value of each award is amortized over the requisite service period.
Advertising Costs
Advertising costs are expensed as incurred.
Interest (Expense) Income, Net
The following table presents the components of interest (expense) income, net:
Year Ended December 31,
(in millions)20252024
Interest income$125.8 $121.9 
Interest expense(173.5)(0.1)
Interest (expense) income, net
$(47.7)$121.8 
Income Taxes
The Company accounts for income taxes using the liability method, which requires the recognition of a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences between the financial statement and tax reporting bases of assets and liabilities to the extent that they are realizable. Deferred tax expense (benefit) results from the net change in deferred tax assets and liabilities during the year.
ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Based on this guidance, the Company analyzes its filing positions in all of the federal, state, and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. Tax benefits from uncertain tax positions are recognized if it is more likely than not that the position is sustainable based solely on its technical merits.
The Company’s accounting policy is to recognize any interest and penalties related to uncertain tax positions in (benefit from) provision for income taxes in the consolidated statements of operations.
Recent Accounting Pronouncements — Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Improvements to Income Tax Disclosures,” a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a registrant's effective tax rate reconciliation as well as information on income taxes paid. This standard should be applied prospectively, with retrospective application permitted. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard on December 31, 2025 using the prospective method of adoption.
The Company analyzed ASU 2023-09 and the impacts on the Company’s effective tax rate table and income taxes paid table in Note 12. The Company adjusted its effective tax rate table for the year ended December 31, 2025 to align with the increased information requirements and required descriptions. Due to the Company’s minimal foreign tax footprint, no jurisdictions were required to be detailed out separately in the effective tax rate table. Additionally, the Company provided a table of income taxes paid, net of refunds, for the year ended December 31, 2025 in Note 12. The significant federal, state, and foreign jurisdictions were determined based on a threshold of 5% of total income taxes paid, net of refunds.
Recent Accounting Pronouncements — Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires disclosure of disaggregated information about certain financial statement expense line items presented on the consolidated statements of operations in the notes to the financial statements on an interim and annual basis. The standard can be applied either prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The standard provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC Topic 606. This standard should be applied prospectively and is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The standard modernizes the recognition and disclosure framework for internal-use software costs, removing all references to software development stages and introducing a more judgment-based approach. This standard can be applied either prospectively, retrospectively, or utilizing a modified transition approach and is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
v3.25.4
Acquisitions
12 Months Ended
Dec. 31, 2025
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 a Merger Agreement with Beacon and Merger Sub, pursuant to which QXO agreed to acquire Beacon for a purchase price of $124.35 per share of common stock of Beacon. On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Beacon, with Beacon remaining as the surviving entity and being renamed QXO Building Products, Inc., and the Company completed its acquisition of Beacon.
As a result of the Beacon Acquisition, QXO has transitioned to a building products distribution company and is the largest publicly traded distributor of roofing, waterproofing and complementary building products in North America. The Beacon Acquisition was a key milestone in the Company’s plan to become to tech-enabled leader in the $800 billion building products distribution industry and generate outsized value for shareholders.
The Company was determined to be the accounting acquirer in the Beacon Acquisition in accordance with ASC 805 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 Annual 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 is the predecessor entity for financial reporting purposes.
Purchase Price
The following table summarizes the components of the preliminary aggregate purchase consideration paid to acquire Beacon and is subject to adjustments:
(in millions)
Cash paid for outstanding Beacon common stock(1)
$7,736.6 
Converted Beacon RSUs and options attributable to pre-combination service(2)
103.5 
Payment of Beacon debt, including accrued interest(3)
2,947.8 
Preliminary aggregate acquisition consideration
10,787.9 
Less: cash acquired
143.9 
Preliminary aggregate acquisition consideration, net of cash acquired
$10,644.0 
(1) The cash component of the preliminary 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 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 $16.0 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 $370.8 million, respectively. Additionally, accrued interest expense of $30.1 million and a breakage fee of $37.8 million was paid for early termination of Beacon’s debt at the closing of the Beacon Acquisition.
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 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. 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 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 Beacon Acquisition within one year of the 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. 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. Subsequent to the determination of the preliminary purchase price allocation, the Company recorded certain measurement period adjustments primarily related to accounts receivable, inventories, and deferred income taxes. The measurement period adjustments had a net impact of decreasing goodwill by $27.4 million.
(in millions)
Preliminary
Allocation
Assets:
Accounts receivable
$1,316.3 
Inventories
1,784.6 
Vendor rebates receivable
240.0 
Income tax receivable
19.9 
Prepaid expenses and other current assets81.1 
Property and equipment
687.5 
Goodwill5,111.2 
Intangibles
4,130.6 
Operating lease right-of-use assets
708.0 
Other non-current assets
17.5 
Liabilities:
Accounts payable(1,138.2)
Accrued expenses(527.0)
Deferred income taxes
(910.3)
Other long-term liabilities(27.5)
Operating lease liabilities(668.2)
Finance lease liabilities(181.5)
Preliminary aggregate acquisition consideration
$10,644.0 
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
$3,900.6 10.0
Trade names
230.0 3.0
Total intangible assets acquired
$4,130.6 9.6
The preliminary 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 preliminary 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.
The Company incurred transaction costs of approximately $74.8 million related to the Beacon Acquisition. These costs were associated with legal and professional services and were recognized in selling, general and administrative expenses on the consolidated statements of operations.
Unaudited Pro Forma Combined Financial Information
The following unaudited pro forma combined financial information presents the combined results of the Company and Beacon 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 Notes (as defined in Note 9) previously issued 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 loss:
Year Ended December 31,
(in millions)
20252024
Net sales
$9,536.8 $9,820.1 
Net loss
$(332.4)$(215.9)
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 on available information as of the date hereof and 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 Acquisition
On February 10, 2026, the Company entered into a definitive agreement to acquire Kodiak Building Partners from Court Square Capital Partners for approximately $2.25 billion. The purchase price comprises $2.0 billion of cash and 13.2 million of the Company’s common shares, with the Company retaining the right to repurchase these shares at $40 per share. The transaction is expected to close early in the second quarter of 2026, subject to the satisfaction of customary closing conditions.
v3.25.4
Restructuring
12 Months Ended
Dec. 31, 2025
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
Subsequent to the Beacon Acquisition, the Company developed a restructuring plan to streamline and simplify the organization, improve efficiency and reduce costs. As a result of the restructuring plan, the Company recorded $100.7 million in pre-tax restructuring charges, comprised of $54.6 million of severance and employee-related costs associated with corporate workforce optimization, a $41.1 million stock-based compensation charge associated with the impacted employees, and $5.0 million of lease abandonment costs. These restructuring charges are reflected in selling, general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2025. The severance and employee-related costs were recorded in accrued expenses, while the stock-based compensation charge was reflected as an adjustment to common stock and additional paid-in capital on the consolidated balance sheets. The severance and employee-related restructuring charge liability is expected to be paid in full by June 2026.
The following table shows the change in the restructuring charge liability during the year ended December 31, 2025:
Severance and
Employee-related
Costs
Lease
Abandonment
Costs
(in millions)
Restructuring charge liability as of December 31, 2024
$— $— 
Restructuring charges54.65.0
Payments(28.4)— 
Non-cash settlement— (5.0)
Restructuring charge liability as of December 31, 2025
$26.2 $— 
Severance and employee-related costs consist primarily of salary continuation benefits, prorated annual incentive compensation, continuation of health care benefits, outplacement services and retention awards issued to certain key employees. Severance and employee-related benefits are determined pursuant to the Company’s written severance plans and are recognized when the benefits are determined to be probable of being paid and are reasonably estimable. Retention awards are recognized on a straight-line basis from the communication date to the end of the requisite retention period.
Lease abandonment costs primarily represent the write-off of the remaining carrying value of operating lease ROU assets for branch facilities that were abandoned in connection with the Company's restructuring plan. These lease abandonment charges are recognized as of the cease-use date. Other exit-related costs, including costs to close branch facilities, are recognized as incurred.
v3.25.4
Segment Reporting and Geographic Information
12 Months Ended
Dec. 31, 2025
Segment Reporting [Abstract]  
Segment Reporting and Geographic Information Segment Reporting and Geographic Information
Segment Reporting
Operating segments are defined as components of an entity for which separate discrete financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM, the chief executive officer, reviews consolidated results of operations to make decisions, therefore the Company views its operations and manages its business as a single operating segment.
The Company’s revenues for its single operating segment are primarily derived from the sale of residential and non-residential roofing products, as well as complementary products, such as siding and waterproofing. The CODM evaluates performance for the Company’s single operating segment and decides how to allocate resources based on the Company’s consolidated net income that is reported in the consolidated statements of operations as net (loss) income. The measure of segment assets is reported on the consolidated balance sheets as total assets. These results are used to assess segment performance and determine the compensation of certain employees.
The operating segment financial information regularly reviewed by the CODM, inclusive of assets, revenue, expenses, profit or loss and noncash items are presented on a consolidated basis. Other segment items included in consolidated net income are depreciation, amortization, interest income (expense), net, loss on debt extinguishment, other income, net, and provision for (benefit from) income taxes, which are reflected on the consolidated statements of operations.
The following table presents information regarding the components of revenue, significant segment expenses and consolidated net (loss) income representative of the significant categories regularly provided to the CODM when managing the Company’s one operating segment:
Year Ended December 31,
(in millions)
20252024
Net sales:
Residential roofing products$3,307.1 $— 
Non-residential roofing products1,883.9 — 
Complementary building products1,592.7 — 
Software products and services58.5 56.9 
Total net sales$6,842.2 $56.9 
Less:
Cost of products sold$5,269.5 $33.8 
Selling, general administrative expenses(1)
1,250.3 58.6 
Stock-based compensation144.5 34.4 
Other segment items457.3 (97.9)
Net (loss) income$(279.4)$28.0 
(1) Excludes stock-based compensation.
Geographic Information
Net sales in the U.S. accounted for approximately 97% of total net sales for the year ended December 31, 2025, and approximately 96% of the Company’s long-lived assets were in the U.S. as of December 31, 2025. All of the Company’s net sales were derived from the U.S. for the year ended December 31, 2024, and all of the Company’s long-lived assets were in the U.S. as of December 31, 2024. The CODM does not review geographic asset information when assessing performance or allocating resources.
v3.25.4
Equity
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Equity Equity
April 2024 Investment Agreement
On April 14, 2024, the Company entered into the Amended and Restated Investment Agreement (the “Investment Agreement”) among the Company, JPE and the other investors party thereto (collectively, the “Investors”), providing for, among other things, an aggregate investment by the Investors of $1.0 billion in cash in the Company. Pursuant to the Investment Agreement, the Company issued and sold an aggregate of 1,000,000 shares of Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Convertible Preferred Stock”), which are initially convertible into an aggregate of 219.0 million shares of common stock at an initial conversion price of $4.566 per share and issued and sold warrants exercisable for an aggregate of 219.0 million shares of common stock (the “Warrants”). The Investment Agreement and related transactions closed on June 6, 2024 (the “Equity Investment”) and generated gross proceeds of $1.0 billion before deducting fees and offering expenses.
On June 6, 2024, the Company amended its certificate of incorporation to effect an 8:1 reverse stock split with respect to the Company’s common stock (the “Reverse Stock Split”), which reduced the Company’s issued and outstanding share count of common stock from 5.3 million to 0.7 million shares (par value $0.00001 per share). The Company has recast all share and per-share data and amounts to show the effects of the Reverse Stock Split.
Issuance of Convertible Preferred Stock
On June 6, 2024, under the terms of the Investment Agreement, the Company issued 1.0 million shares of Convertible Preferred Stock. The Convertible Preferred Stock has an initial liquidation preference of $1,000 per share, for an aggregate initial liquidation preference of $1.0 billion. The Convertible Preferred Stock is convertible at any time, in whole or in part and from time to time, at the option of the holder thereof into a number of shares of common stock equal to the then-applicable liquidation preference divided by the conversion price, which initially is $4.566 per share of common stock (subject to customary anti-dilution adjustments). Shares of Convertible Preferred Stock are initially convertible into an aggregate of 219.0 million shares of common stock (after giving effect to the Reverse Stock Split). The Convertible Preferred Stock is not redeemable or subject to any required offer to purchase.
The Convertible Preferred Stock ranks, with respect to dividend rights and distribution of assets upon liquidation, winding-up or dissolution, senior to the Company’s common stock and Mandatory Convertible Preferred Stock (as defined below). Holders of Convertible Preferred Stock will vote together with the holders of the Company’s common stock on an “as-converted” basis on all matters, except as otherwise required by law. In addition, the approval of holders of at least a majority of the outstanding shares of the Convertible Preferred Stock, voting separately as a single class, will be required for certain matters set forth in the Certificate of Designation for the Convertible Preferred Stock.
Dividends on the Convertible Preferred Stock are payable quarterly, when, as and if declared by the Company’s board of directors at the rate per annum of 9% per share on the then-applicable liquidation preference (subject to certain exceptions in the event that the Company pays dividends on shares of its common stock). During the year ended December 31, 2025, the Company paid $90.0 million of dividends to holders of Convertible Preferred Stock. Subsequent to the close of the year ended December 31, 2025, the Company paid $22.5 million of quarterly dividends to holders of Convertible Preferred Stock.
Warrants
The aggregate number of shares of the Company’s common stock subject to the Warrants is 219.0 million shares. The Warrants are exercisable at the option of the holder at any time until June 6, 2034. The Warrants have an exercise price of $4.566 per share of common stock with respect to 50% of the Warrants, $6.849 per share of common stock with respect to 25% of the Warrants, and $13.698 per share of common stock with respect to the remaining 25% of the Warrants.
Each Warrant may be exercised, in whole or in part, at any time or times on or after the issuance date and on or before the expiration date at the election of the holder (in such holder’s sole discretion) by means of a “cashless exercise” in which the holder will be entitled to receive a number of shares of the Company’s common stock equal to the quotient of the product of the Closing Sale Price (as defined in the Warrant Certificate) of a share of the Company’s common stock on the trading day immediately preceding the date on which the holder elects to exercise its Warrant, less the adjusted exercise price, multiplied by the number of shares of the Company’s common stock issuable upon exercise of such Warrant, divided by the aforementioned Closing Sale Price of a share of the Company’s common stock on the trading day immediately preceding the date on which the holder elects to exercise its Warrant.
Private Placements
On June 13, 2024, the Company entered into purchase agreements with certain institutional and accredited investors to issue and sell in a private placement an aggregate of 340.9 million shares of the Company’s common stock at a price of $9.14 per share, and pre-funded warrants (the “Pre-Funded Warrants”) to purchase 42.0 million shares of the Company’s common stock at a price of $9.13999 per Pre-Funded Warrant. Each Pre-Funded Warrant has an exercise price of $0.00001 per share, is exercisable immediately and until the Pre-Funded Warrant is exercised in full. The closing of the private placement was completed on July 19, 2024.
On July 22, 2024, the Company entered into purchase agreements with certain institutional and accredited investors to privately place 67.8 million shares of its common stock at a price of $9.14 per share. The closing of the private placement was completed on July 25, 2024.
On March 17, 2025, the Company entered into purchase agreements with certain institutional investors to privately place 67.5 million shares of its common stock at a price of $12.30 per share. The closing of the private placement was contingent upon the completion of the Beacon Acquisition and was completed on April 29, 2025. As a result of the closing, the Company raised $823.8 million in net proceeds, after deducting offering costs of $6.8 million, to partially fund the Beacon Acquisition and related costs.
Issuance of Mandatory Convertible Preferred Stock
On May 27, 2025, the Company completed a preferred stock offering, through which QXO issued and sold 11.5 million depositary shares (“Depositary Shares”), each representing a 1/20th interest in a share of the Company’s 5.50% Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000 per share, par value $0.001 per share (the “Mandatory Convertible Preferred Stock”). The amount issued included 1.5 million Depositary Shares issued pursuant to the exercise in full of the option granted to the underwriters to purchase additional Depositary Shares. The Company received net proceeds from the offering of $558.1 million, after deducting underwriting discounts, commissions and offering expenses of $16.9 million.
Dividends
The Mandatory Convertible Preferred Stock will accumulate dividends (which may be paid in cash or, subject to certain limitations, in shares of common stock or in any combination of cash and common stock) at a rate per annum equal to 5.50% on the liquidation preference of $1,000 per share, payable when, as and if declared by the Company’s board of directors (or an authorized committee thereof), on February 15, May 15, August 15 and November 15 of each year, beginning on August 15, 2025 and ending on, and including, May 15, 2028. Given the requirement to pay dividends in any settlement outcome of the Mandatory Convertible Preferred Stock, the Company accrues dividends whether or not they are formally declared by the Company’s board of directors. During the year ended December 31, 2025, the Company paid $14.8 million of dividends to holders of Mandatory Convertible Preferred Stock. Subsequent to the close of the year ended December 31, 2025, the Company paid $7.9 million of quarterly dividends to holders of Mandatory Convertible Preferred Stock.
Mandatory Conversion
The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:
Applicable Market Value of Common Stock
Conversion Rate per Share of Mandatory Convertible Preferred Stock
Greater than $20.2126 (the “Threshold Appreciation Price”)
49.4740 shares of common stock
Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price
Between 49.4740 and 60.6060 shares of common stock, determined by dividing $1,000 by the applicable market value
Less than $16.50 (the “Initial Price”)
60.6060 shares of common stock
The following table illustrates the conversion rate per Depositary Share, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:
Applicable Market Value of Common Stock
Conversion Rate per Depository Share Representing a 1/20th interest in a share of the Mandatory Convertible Preferred Stock
Greater than the Threshold Appreciation Price
2.4737 shares of common stock
Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price
Between 2.4737 and 3.0303 shares of common stock, determined by dividing $50 by the applicable market value
Less than the Initial Price
3.0303 shares of common stock
Optional Conversion
Other than the occurrence of a fundamental change (as defined in the Company’s Certificate of Designations relating to the Mandatory Convertible Preferred Stock) at any time prior to May 15, 2028, a holder of Mandatory Convertible Preferred Stock may elect to convert such holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part, at the minimum conversion rate of 49.4740 shares of common stock per share of Mandatory Convertible Preferred Stock (equivalent to 2.4737 shares of common stock per Depositary Share), subject to certain anti-dilution and other adjustments. Because each Depositary Share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Stock, a holder of Depositary Shares may convert its Depositary Shares only in lots of 20 Depositary Shares.
Fundamental Change Conversion
If a fundamental change occurs on or prior to May 15, 2028, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of common stock at the fundamental change conversion rate during the period beginning on, and including, the effective date of such fundamental change and ending on, and including, the earlier of (a) the date that is 20 calendar days after such effective date (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change) and (b) May 15, 2028. For the avoidance of doubt, the period described in the immediately preceding sentence may not end on a date that is later than May 15, 2028.
Ranking
The Mandatory Convertible Preferred Stock ranks, with respect to dividend rights and distribution of assets upon liquidation, winding-up or dissolution, (i) senior to the Company’s common stock and each other class or series of capital stock, whether outstanding or established after the date of issuance of the Mandatory Convertible Preferred Stock, the terms of which do not expressly provide that it ranks senior to or on a parity with the Mandatory Convertible Preferred Stock as to payment of dividends and distribution of assets upon liquidation, winding-up or dissolution, and (ii) junior to the Convertible Preferred Stock. The Mandatory Convertible Preferred Stock ranks on a parity with or junior to each class or series of capital stock, the terms of which expressly provide for a pari passu or senior ranking, respectively, relative to the Mandatory Convertible Preferred Stock.
Voting Rights
Holders of Mandatory Convertible Preferred Stock will not have voting rights, except with respect to issuances of securities senior to the Mandatory Convertible Preferred Stock, amendments to the Company’s Fifth Amended and Restated Certificate of Incorporation that would materially and adversely affect the rights of the holders of Mandatory Convertible Preferred Stock, or in the event of a merger, consolidation, exchange or reclassification involving the Mandatory Convertible Preferred Stock, or non-payment of dividends for six consecutive quarters.
Registered Equity Offerings
In April 2025, the Company sold 37.7 million shares of the Company’s common stock in an underwritten public offering at a price of $13.25 per share. The closing of the equity offering was completed on April 21, 2025 and the Company raised $487.7 million in net proceeds from the equity offering, after deducting offering costs of $12.3 million. The Company also granted the underwriters in the public offering a 30-day option to purchase up to an additional 5.7 million shares of the Company’s common stock at a price of $13.25 per share less underwriting discounts and commissions. On May 5, 2025, the option was partially exercised with respect to 4.0 million shares resulting in an additional $51.8 million of net proceeds. The remaining option to purchase additional shares expired unexercised at the end of the 30-day period.
In May 2025, the Company sold 48.5 million shares of the Company’s common stock in an underwritten public offering at a price of $16.50 per share. The Company also granted the underwriters in the public offering a 30-day option to purchase up to an additional 7.3 million shares of the Company’s common stock at a price of $16.50 per share less underwriting discounts and commissions. On May 21, 2025, the option was exercised in full. The closing of the equity offering was completed on May 23, 2025 and the Company raised $892.4 million in net proceeds from the equity offering, after deducting offering costs of $27.6 million.
In June 2025, the Company sold 89.9 million shares of the Company’s common stock in an underwritten public offering at a price of $22.25 per share. The closing of the equity offering was completed on June 26, 2025 and the Company raised $1.96 billion in net proceeds from the equity offering, after deducting offering costs of $37.8 million. The Company also granted the underwriters in the public offering a 30-day option to purchase up to an additional 13.5 million shares of the Company’s common stock at a price of $22.25 per share less underwriting discounts and commissions. On July 24, 2025, the option was partially exercised with respect to 1.7 million shares resulting in additional net proceeds of $38.1 million. The remaining option to purchase additional shares expired unexercised at the end of the 30-day period.
In January 2026, the Company sold 31.6 million shares of the Company’s common stock in an underwritten public offering at a price of $23.80 per share. The closing of the equity offering was completed on January 20, 2026 and the Company raised $749.4 million in net proceeds from the equity offering, after deducting offering costs of $3.8 million. The Company also granted the underwriters in the public offering a 30-day option to purchase up to an additional 4.7 million shares of the Company’s common stock at a price of $23.80 per share less underwriting discounts and commissions. The option to purchase additional shares expired unexercised at the end of the 30-day period.
January 2026 Investment Agreement
Subsequent to the close of the year ended December 31, 2025, the Company entered into an investment agreement in January 2026 (the “January 2026 Investment Agreement”) with AP Quince Holdings, L.P., a fund managed by affiliates of Apollo Global Management, Inc., and the other investors party thereto (collectively, the “January 2026 Investors”). Pursuant to the January 2026 Investment Agreement, the January 2026 Investors committed until July 15, 2026 (the “Initial Commitment Period”) to purchase up to 300,000 shares of a new series of Series C Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), for an aggregate purchase price of $3.0 billion to fund one or more acquisitions of assets, equity or businesses (or portions
thereof) for a purchase price in excess of $1.5 billion or as otherwise determined by the Company (each, a “Qualifying Acquisition”). The Initial Commitment Period will be extended with respect to the commitment for a Qualifying Acquisition up to an additional 12 months if a definitive acquisition agreement for such Qualifying Acquisition is executed before the expiration of the Initial Commitment Period.
v3.25.4
Earnings (Loss) Per Common Share
12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Earnings (Loss) Per Common Share Earnings (Loss) Per Common Share
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 net income (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 and Mandatory Convertible 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.
The following table presents the components and calculations of basic and diluted net income (loss) per common share attributable to common stockholders:
(in millions, except per share amounts; certain amounts may not recalculate due to rounding)
Year Ended December 31,
20252024
Basic and diluted earnings (loss) per common share computation:
Net (loss) income$(279.4)$28.0 
Less: Convertible Preferred Stock dividend
(90.0)(51.0)
Less: Mandatory Convertible Preferred Stock dividend
(18.9)— 
Less: Undistributed earnings allocated to participating securities— — 
Loss attributable to common shareholders
$(388.3)$(23.0)
Weighted-average common shares571.0 185.0 
Weighted-average Pre-Funded Warrants
42.0 19.0 
Total weighted-average common shares outstanding613.0 204.0 
Basic and diluted loss per common share
$(0.63)$(0.11)
Subsequent to the year ended December 31, 2025, the Company sold 31.6 million shares of the Company’s common stock in an underwritten public offering, the impact of which was not included in the computation of diluted net income (loss) per common share.
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:
Year Ended December 31,
(in millions)
20252024
Convertible Preferred Stock
219.0 219.0 
Mandatory Convertible Preferred Stock
32.7 — 
Warrants
219.0 219.0 
Stock-based awards
26.2 21.9 
Total potential dilutive securities not included in loss per common share
496.9 459.9 
Subsequent to the year ended December 31, 2025, the Company received commitments from investors for investing up to $3.0 billion for the issuance of up to 300,000 shares of Series C Preferred Stock with a stated value of $10,000 per share contingent on a Qualifying Acquisition, the issuance of which may result in dilutive common shares in the future. If issued, the stated value of the Series C Preferred Stock will be, at the option of the holders, convertible into the Company’s common stock at an initial conversion price of $23.25 per share.
v3.25.4
Stock-based Compensation
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation Stock-based Compensation
At the special meeting of the Company’s stockholders on May 30, 2024, the stockholders approved the QXO, Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”). The 2024 Plan provides for the grant of options intended to qualify as incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted share awards, RSUs, PRSUs, cash incentive awards, deferred share units and other equity-based and equity-related awards, as well as cash-based awards.
Subject to adjustment for changes in capitalization, the maximum aggregate number of shares of common stock that may be delivered pursuant to awards granted under the 2024 Plan shall be equal to 30,000,000 (the “Plan Share Limit”), of which 30,000,000 shares of common stock may be delivered pursuant to ISOs granted under the 2024 Plan (such amount, the “Plan ISO Limit”). The 2024 Plan provides that the Plan Share Limit shall automatically increase on January 1 of each calendar year commencing on January 1, 2025 and ending on January 1, 2034 in an amount equal to three percent (3%) of the sum of: i) the number of shares of common stock outstanding as of December 31 of the preceding calendar year, and ii) the number of shares of common stock into which the Convertible Preferred Stock outstanding on December 31 of the preceding calendar year are convertible. The Company may act prior to the first day of any calendar year to provide that there shall be no increase in the Plan Share Limit for such calendar year or that the increase in the Plan Share Limit for such calendar year shall be a lesser number of shares than would otherwise occur. The Compensation and Talent Committee took no action to alter the automatic increase effective January 1, 2026 in the Plan Share Limit under the 2024 Plan. The automatic renewal increased the Plan Share Limit to 62.0 million shares, including shares available for issuance as a result of the Converted Beacon Stock Plan (as defined below), for the calendar year commencing on January 1, 2026.
As part of the Beacon Acquisition, the Company assumed the remaining shares authorized and available for future issuance under the Beacon Roofing Supply, Inc. 2024 Stock Plan into the 2024 Plan as of the Closing Date (the “Converted Beacon Stock Plan”), which was adjusted based on the equity award exchange ratio discussed below and subject to certain regulatory limits. As a result, 21.5 million additional shares were added to the 2024 Plan’s Plan Share Limit as of the Closing Date and may only be used to grant equity awards to employees that were former Beacon employees on the Closing Date or QXO employees hired after the Closing Date. A portion of the additional shares were used to grant the Converted RSUs and Converted NSOs (as defined and further discussed below).
As of December 31, 2025, there were 35.2 million additional shares of the Company’s common stock reserved for future issuance under the 2024 Plan.
Beacon Equity Awards
On the Closing Date of the Beacon Acquisition, the Company converted outstanding Beacon stock-based incentive awards issued to Beacon employees under the Beacon Roofing Supply, Inc. 2024 Stock Plan at a 9.8380 equity award exchange ratio. In accordance with the terms of the Merger Agreement, the equity award exchange ratio was determined as the Merger Consideration divided by the volume-weighted average closing sale price of one share of QXO’s common stock for the five consecutive trading days ended April 28, 2025 of $12.64 per share.
Employee-held outstanding Beacon RSUs were converted into corresponding QXO RSUs, subject to the same service-based vesting terms as immediately prior to the Beacon Acquisition. All RSUs held by a non-employee member of the board of directors of Beacon, whether vested or unvested, were accelerated in full and cancelled in exchange for a cash payment equal to the product of (i) the Merger Consideration and (ii) the number of Beacon shares underlying such RSUs. Each outstanding Beacon PRSU was also converted into QXO RSUs, with the performance-based vesting condition deemed satisfied at target and the resulting award subject solely to time-based vesting (collectively, the “Converted RSUs”). All outstanding stock option awards were converted into corresponding QXO NSOs (the “Converted NSOs”). The exercise price of Converted NSOs was adjusted using the equity award exchange ratio such that the award holders maintained the same economic benefit as of the Closing Date.
The total fair value of the Converted RSUs and Converted NSOs was $176.8 million as of the Beacon Acquisition’s Closing Date, of which $87.5 million was related to pre-combination expense and was included as a component of purchase price. The remaining fair value of $89.3 million relates to post-combination expense, of which $59.3 million was recognized during the year ended December 31, 2025. As of December 31, 2025, the future unrecognized stock-based compensation expense related to the outstanding Converted RSUs was $23.9 million, which will be recognized over a remaining service period of 1.3 years. As of December 31, 2025, the future unrecognized stock-based compensation expense related to the outstanding Converted NSOs was $0.7 million, which will be recognized over a remaining service period of 0.9 years.
Converted NSOs
Converted NSOs generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in three annual installments over the three-year period following the grant date. During the year ended December 31, 2025, the Company issued 5.1 million of Converted NSOs with a weighted-average exercise price of $5.04, of which 3.8 million were exercised during the period at a weighted-average exercise price of $5.02. There was no other activity related to NSOs during the year ended December 31, 2025.
RSUs
The Company grants RSUs which vest subject to the employee’s continued employment with the Company through the applicable vesting date.
The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 2025:
(in millions, except for weighted-average grant date fair value)
Number of RSUs
Weighted-Average Grant Date Fair Value
Balance at beginning of period13.5 $11.57 
Granted 1.8 $17.70 
Converted RSUs
9.7 $13.23 
Vested(1)
(6.7)$12.77 
Forfeited(2.2)$12.12 
Balance at end of period16.1 $12.69 
(1) The number of RSUs vested includes 2.0 million RSUs that vested on December 31, 2025, but were not legally settled until January 2026.
The following table summarizes additional information regarding RSUs:
Year Ended December 31,
20252024
Weighted-average fair value per share of RSUs granted and converted
$13.94 $11.57 
Total grant date fair value of RSUs vested$86.0 $— 
Total intrinsic value of RSUs released$122.7 $— 
As of December 31, 2025, total unrecognized stock-based compensation expense related to unvested RSUs was $148.0 million and is expected to be recognized over a weighted-average period of 3.4 years.
PRSUs
The Company grants PRSUs which include a service-based vesting condition and a market condition for exercisability. The service condition is subject to the employee’s continued employment with the Company through the applicable vesting date. The vesting of certain PRSUs is also subject to achievement of performance goals relating to the Company’s total stock return compared to the total stock return ranking of each company that is in the S&P 500 index. The performance goals for a portion of the PRSUs will be measured over a cumulative performance period ending on December 31, 2028, and the performance goals for the remainder of the PRSUs will be measured based on designated performance periods that occur within such cumulative period.
The following table summarizes the market-based conditions:
Percentile Position vs.
S&P 500 Index Companies
Units Earned as a
Percentage of Target
Below 55th Percentile— %
55th Percentile100 %
65th Percentile150 %
75th Percentile175 %
80th Percentile200 %
90th Percentile225 %
The following table summarizes the activity related to the Company’s PRSUs for the year ended December 31, 2025:
(in millions, except for weighted-average grant date fair value)
Number of PRSUs
Weighted- Average Grant Date Fair Value
Balance at beginning of period8.4 $20.24 
Granted 0.4 $18.83 
Balance at end of period8.8 $20.17 
As of December 31, 2025, total unrecognized stock-based compensation expense related to unvested PRSUs was $103.4 million and is expected to be recognized over a weighted-average period of 2.8 years.
Subsequent to the year ended December 31, 2025, 2.4 million PRSUs with performance goals relating to the Company’s total stock return compared to the total stock return ranking of each company that is in the S&P 500 index for the performance period ended December 31, 2025 vested upon certification of the results by the Compensation and Talent Committee of the Company’s board of directors.
The fair value of PRSUs with a market condition is determined on the date of grant using a Monte Carlo model to simulate total stockholder return for the Company and peer companies. The following weighted-average assumptions were used in the Monte Carlo model in determining the fair value of PRSUs granted during the year ended December 31, 2025 and 2024:
Year Ended December 31,
20252024
Performance period
3.66 years4.42 years
Risk-free interest rate
3.8 %4.0 %
Expected volatility
42.3 %40.0 %
Dividend yield
— %— %
The risk-free interest rate is based on the U.S. Treasury yield curve with a term equal to the expected term of the PRSU in effect at the time of grant. Expected volatility is based on historical volatility of the stock of the Company’s peer industry group.
The RSUs and PRSUs may vest in whole or in part before the applicable vesting date if the grantee’s employment is terminated by the Company without cause or by the grantee with good reason (as defined in the grant agreement), upon death or disability of the grantee or in the event of a change in control of the Company. Upon vesting, the RSUs and PRSUs result in the issuance of shares of the Company’s common stock. The holders of the RSUs and PRSUs do not have the rights of a stockholder and do not have voting rights until shares are issued and delivered in settlement of the awards.
Stock-Based Compensation Expense
Stock-based compensation expense is included within selling, general and administrative expenses in the consolidated statements of operations. The Company recognized stock-based compensation expense as follows:
Year Ended December 31,
(in millions)
20252024
NSOs
$8.5 $— 
RSUs
83.0 12.6 
PRSUs
53.0 21.8 
Total stock-based compensation expense
$144.5 $34.4 
v3.25.4
Debt
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt Debt
The following table summarizes all outstanding debt:
As of
December 31, 2025
(in millions)Principal BalanceCarrying Value
Fair Value
Long-term Debt, net
Term Loan Facility(1)
$850.0 $827.8 $852.1 
Notes(2)
2,250.0 2,229.5 2,356.9 
Long-term debt, net$3,100.0 $3,057.3 $3,209.0 
(1) Interest rate of 5.72% as of December 31, 2025.
(2) Interest rate of 6.75% as of December 31, 2025.
The Company did not have any outstanding debt as of December 31, 2024.
As of December 31, 2025, all outstanding debt was classified as Level 2 in the fair value hierarchy. The fair values of QXO Building Products’ Notes and Term Loan Facility were based upon recent trading prices.
Senior Secured Notes
On April 29, 2025, Merger Sub (the “Issuer”) completed the issuance and sale of $2.25 billion in aggregate principal amount of 6.75% Senior Secured Notes due 2032 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of April 29, 2025 (as supplemented, the “Indenture”), and, upon consummation of the Beacon Acquisition, QXO Building Products assumed the obligations under the Notes and the Indenture and certain of QXO Building Products’ subsidiaries (collectively, the “Subsidiary Guarantors”) guaranteed QXO Building Products’ obligations under the Notes and the Indenture. The Notes are secured by first-priority liens on substantially all assets of the Issuer and the Subsidiary Guarantors, other than the ABL Priority Collateral (as defined below) (the “Notes Priority Collateral”) and by second-priority liens on substantially all of the Issuer’s and the Subsidiary Guarantors’ inventory, receivables and related assets (the “ABL Priority Collateral”), in each case, subject to certain exceptions and permitted liens. The Notes will mature on April 30, 2032. Interest on the Notes accrues at 6.75% per annum and will be paid semi-annually, in arrears, on April 30 and October 30 of each year, beginning October 30, 2025. Proceeds from the Notes were used to partially fund the Beacon Acquisition and related transaction expenses.
On or after April 30, 2028, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture. In addition, prior to April 30, 2028, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any. Notwithstanding the foregoing, at any time prior to April 30, 2028, the Issuer may also redeem up to 50% of the aggregate principal amount of the Notes with funds in an aggregate amount not to exceed the net cash proceeds from certain equity offerings at a redemption price equal to 106.75% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, prior to April 30, 2028, the Issuer may redeem during each twelve-month period up to 10% of the original aggregate principal amount of the Notes at a redemption price equal to 103%, plus accrued and unpaid interest, if any.
The Indenture includes customary affirmative and negative covenants with respect to the Issuer and its restricted subsidiaries. These covenants are subject to a number of important qualifications and exceptions. Additionally, upon the occurrence of specified change of control events, the Issuer must offer to repurchase the Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date. The Indenture also provides for customary events of default. As of December 31, 2025, the Issuer and its restricted subsidiaries were in compliance with these covenants.
Debt issuance costs of $22.2 million related to the Notes were capitalized and are being amortized over the term of the financing arrangement.
As of December 31, 2025, the outstanding balance on the Notes, net of $20.5 million of unamortized debt issuance costs, was $2.23 billion.
Term Loan Facility
On April 29, 2025, Merger Sub, as initial borrower, entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) with Queen HoldCo, LLC (“Holdings”), the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, which provides for senior secured financing consisting of a term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $2.25 billion. Upon the consummation of the Beacon Acquisition, QXO Building Products entered into a joinder to the Term Loan Credit Agreement as the surviving borrower (the “Borrower”). The facility matures on April 30, 2032. Proceeds from the Term Loan Facility were used to partially fund the Beacon Acquisition and related transaction expenses.
Borrowings under the Term Loan Facility bear interest at variable rates based on Term SOFR or a base rate, in each case plus an applicable margin. The facility requires scheduled quarterly amortization payments in an annual amount equal to 1.0% of the original principal amount of borrowings under the Term Loan Facility, with the remaining balance due at maturity. The Term Loan Facility also requires the Borrower to make certain mandatory prepayments. The Borrower can make voluntary prepayments at any time without penalty, except in connection with a repricing event in respect of the Term Loan Facility, subject to customary breakage costs. Any refinancing through the issuance of certain debt or any repricing amendment, in either case, that constitutes a “repricing event” applicable to the term loans resulting in a lower yield occurring at any time during the first six months after the closing date of the Term Loan Facility will be accompanied by a 1.00% prepayment premium or fee, as applicable.
The Term Loan Facility is unconditionally guaranteed by Holdings on a limited‑recourse basis and secured by a first-priority lien on the equity interests of the Borrower held by Holdings. The Term Loan Facility is also guaranteed by each Subsidiary Guarantor and secured by a first-priority lien with respect to the Notes Priority Collateral and a second-priority lien with respect to the ABL Priority Collateral. The Term Loan Facility is secured on a ratable basis with the Notes with respect to the Notes Priority Collateral and the ABL Priority Collateral.
The Term Loan Credit Agreement includes customary affirmative and negative covenants with respect to the Borrower and its restricted subsidiaries. These covenants are subject to a number of important qualifications and exceptions. The Term Loan Credit Agreement contains certain customary events of default, including relating to a change of control. As of December 31, 2025, the Borrower and its restricted subsidiaries were in compliance with these covenants.
The principal amount of borrowing under the Term Loan Facility was reduced by an original issue discount (“OID”) of 1%. OID costs of $22.5 million and debt issuance costs of $50.9 million related to the Term Loan Facility were capitalized and are being amortized over the term of the financing arrangement.
On May 29, 2025, the Borrower made a voluntary principal prepayment of $1.40 billion under the Term Loan Facility. As a result, the Borrower was relieved of its obligation to make quarterly amortization payments in an annual amount equal to 1.0% of the original principal amount of borrowings under the Term Loan Facility. Additionally, as a result of the principal prepayment, the Borrower recognized a loss on debt extinguishment of $45.7 million comprised of $14.0 million of unamortized OID costs and $31.7 million of unamortized debt issuance costs related to the Term Loan Facility.
On November 5, 2025, the Borrower amended the Term Loan Credit Agreement in order to refinance the Term Loan Facility. The amendment reduced the applicable margin for borrowings under the Term Loan Facility from 3.00% to 2.00% for Term SOFR borrowings and from 2.00% to 1.00% for base rate borrowings (the “Term Loan Refinancing”). As a result of the Term Loan Refinancing, the Borrower recognized a loss on debt extinguishment of $4.0 million, which is comprised of $0.9 million of unamortized OID costs, $2.2 million of unamortized debt issuance costs, and $0.9 million of third-party fees associated with the modification of the Term Loan Facility. Additionally, new debt issuance costs of $0.1 million were capitalized and are being amortized over the term of the financing arrangement.
The loss on debt extinguishment resulting from the principal prepayment and the subsequent Term Loan Refinancing was separately recognized on the consolidated statements of operations.
As of December 31, 2025, the outstanding balance on the Term Loan Facility, net of $6.8 million of unamortized OID costs and $15.4 million of unamortized debt issuance costs, was $827.8 million.
ABL Credit Agreement
On April 29, 2025, Merger Sub, as initial borrower, entered into the Asset-Based Revolving Credit Agreement (the “ABL Credit Agreement”), with Holdings, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, which provides for an asset-based revolving credit facility (the “ABL Facility”), with an aggregate borrowing availability equal to the lesser of $2.0 billion, and the borrowing base. Upon the consummation of the Beacon Acquisition, the Borrower entered into a joinder to the ABL Credit Agreement as the surviving borrower. The ABL Facility matures on April 29, 2030. Based on the Borrower’s borrowing base as of December 31, 2025, the Borrower had $1.97 billion borrowing capacity under the ABL Facility.
Borrowings under the ABL Facility bear interest at a rate equal to, at the Borrower’s option, either (a) (x) Term SOFR determined by reference to the secured overnight financing rate published by the Federal Reserve Bank of New York, which rate shall be no less than zero or (y) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50% per annum, (ii) the prime rate quoted by the Wall Street Journal as the “Prime Rate” and (iii) the sum of one-month adjusted Term SOFR plus 1.00% per annum, which base rate shall be no less than 1.00%, or (b) (x) with respect to borrowings of Canadian dollars, Term CORRA determined by reference to the interbank offered rate administered by the CORRA Administrator, which rate shall be no less than zero or (y) a base rate determined by reference to the highest of (i) zero (0%), (ii) the one-month Term CORRA plus 1.00% per annum or (iii) the prime rate reported by Reuters, in each case plus an applicable margin based on excess availability set forth in the ABL Credit Agreement. The Borrower is also required to pay a commitment fee equal to 0.20% per annum (depending on the average utilization of the commitments) to the lenders under the ABL Facility in respect of the unutilized commitments thereunder. The Borrower can make voluntary prepayments at any time without penalty, subject to customary breakage costs.
The ABL Facility (and at the Borrower’s option certain hedging, cash management and bank product obligations secured under the ABL Facility) is unconditionally guaranteed by Holdings on a limited‑recourse basis and secured by a second-priority lien on the equity interests of the Borrower held by Holdings. The ABL Facility is also guaranteed by each Subsidiary Guarantor and secured by a second-priority lien with respect to the Notes Priority Collateral and a first-priority lien with respect to the ABL Priority Collateral.
The ABL Credit Agreement includes customary affirmative and negative covenants with respect to the Borrower and its restricted subsidiaries. These covenants are subject to a number of important qualifications and exceptions. The ABL Credit Agreement contains certain customary events of default, including relating to a change of control.
The ABL Facility requires that the Borrower, commencing on or after the last day of the first full fiscal quarter ending after the closing date of the ABL Facility, maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 at any time that availability is less than the greater of (x) $120 million and (y) 10% of the lesser of (i) the borrowing base at such time and (ii) the aggregate amount of ABL Facility commitments at such time. As of December 31, 2025, the Borrower and its restricted subsidiaries were in compliance with these covenants.
Debt issuance costs of $18.8 million related to the ABL Facility were capitalized and are being amortized ratably over the term of the financing arrangement. The debt issuance costs related to the ABL Facility are presented as an asset, included in other assets, net on the consolidated balance sheets. As of December 31, 2025, there were $16.3 million of unamortized debt issuance costs related to the ABL Facility.
As of December 31, 2025, there was no outstanding balance on the ABL Facility. The Borrower and its restricted subsidiaries had $21.2 million in outstanding standby letters of credit issued under the ABL Facility as of December 31, 2025.
Other Information
All required principal payments on outstanding debt are due after December 31, 2030.
Under the terms of the ABL Facility, the Term Loan Facility and the Notes, QXO Building Products is limited in making certain restricted payments, including dividends on its common stock. Based on the provisions in the respective debt agreements and given the Company’s intention to not pay common stock dividends in the foreseeable future, the Company does not believe that the restrictions are significant.
v3.25.4
Leases
12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Leases Leases
The Company primarily operates in leased branch facilities and corporate offices, which are accounted for as operating leases. The real estate leases expire between 2026 and 2037. The Company also leases equipment, such as trucks and forklifts. Equipment leases are accounted for as either operating or finance leases. The equipment leases expire between 2026 and 2032.
The following table presents components of lease costs recognized in the consolidated statements of operations:
 Year Ended December 31,
(in millions)
20252024
Operating lease costs$119.3 $0.3 
Finance lease costs:
Amortization of right-of-use assets33.1 0.2 
Interest on lease obligations8.1 — 
Variable lease costs13.6 0.2 
Total lease costs$174.1 $0.7 
The following table presents supplemental cash flow information related to the Company’s leases:
 Year Ended December 31,
(in millions)
20252024
Cash paid for amounts included in measurement of lease obligations:
Operating cash outflows from operating leases$107.4 $0.3 
Operating cash outflows from finance leases$8.0 $— 
Financing cash outflows from finance leases$30.3 $0.2 
Right-of-use assets obtained in exchange for new finance lease liabilities$34.5 $0.1 
Right-of-use assets obtained in exchange for new operating lease liabilities$29.2 $— 
As of December 31, 2025, the Company’s operating leases had a weighted-average remaining lease term of 6.1 years and a weighted-average discount rate of 6.59%, and the Company’s finance leases had a weighted-average remaining lease term of 4.2 years and a weighted-average discount rate of 6.59%.
The following table summarizes future lease payments for each of the next five years ending December 31 and thereafter:
(in millions)
Operating
Leases
 
Finance
Leases
2026$148.0 $60.1 
2027148.8 54.8 
2028131.2 43.6 
2029111.3 30.5 
203089.9 18.9 
Thereafter190.8 6.3 
Total future lease payments820.0 214.2 
Imputed interest(150.7)(26.3)
Total lease liabilities$669.3 $187.9 
Leases Leases
The Company primarily operates in leased branch facilities and corporate offices, which are accounted for as operating leases. The real estate leases expire between 2026 and 2037. The Company also leases equipment, such as trucks and forklifts. Equipment leases are accounted for as either operating or finance leases. The equipment leases expire between 2026 and 2032.
The following table presents components of lease costs recognized in the consolidated statements of operations:
 Year Ended December 31,
(in millions)
20252024
Operating lease costs$119.3 $0.3 
Finance lease costs:
Amortization of right-of-use assets33.1 0.2 
Interest on lease obligations8.1 — 
Variable lease costs13.6 0.2 
Total lease costs$174.1 $0.7 
The following table presents supplemental cash flow information related to the Company’s leases:
 Year Ended December 31,
(in millions)
20252024
Cash paid for amounts included in measurement of lease obligations:
Operating cash outflows from operating leases$107.4 $0.3 
Operating cash outflows from finance leases$8.0 $— 
Financing cash outflows from finance leases$30.3 $0.2 
Right-of-use assets obtained in exchange for new finance lease liabilities$34.5 $0.1 
Right-of-use assets obtained in exchange for new operating lease liabilities$29.2 $— 
As of December 31, 2025, the Company’s operating leases had a weighted-average remaining lease term of 6.1 years and a weighted-average discount rate of 6.59%, and the Company’s finance leases had a weighted-average remaining lease term of 4.2 years and a weighted-average discount rate of 6.59%.
The following table summarizes future lease payments for each of the next five years ending December 31 and thereafter:
(in millions)
Operating
Leases
 
Finance
Leases
2026$148.0 $60.1 
2027148.8 54.8 
2028131.2 43.6 
2029111.3 30.5 
203089.9 18.9 
Thereafter190.8 6.3 
Total future lease payments820.0 214.2 
Imputed interest(150.7)(26.3)
Total lease liabilities$669.3 $187.9 
v3.25.4
Commitments and Contingencies
12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Various legal claims arise from time to time in the normal course of business. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable, and does not believe that the ultimate resolution of any matters to which it is presently a party will have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
v3.25.4
Income Taxes
12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The components of (loss) income before (benefit from) provision for income taxes and (benefit from) provision for income taxes are as follows:
Year Ended December 31,
(in millions)
20252024
(Loss) income before (benefit from) provision for income taxes
U.S.$(350.2)$50.8 
Foreign13.1 — 
Total$(337.1)$50.8 
(Benefit from) provision for income taxes
Provision for (benefit from) current income taxes
U.S. federal$0.7 $16.6 
Foreign3.4 — 
U.S. state and local(0.8)7.4 
Total provision for current income taxes3.3 24.0 
(Benefit from) provision for deferred income taxes
U.S. federal(52.7)(0.7)
Foreign— — 
U.S. state and local(8.3)(0.5)
Total benefit from deferred income taxes(61.0)(1.2)
Total (benefit from) provision for income taxes
U.S. federal(52.0)15.9 
Foreign3.4 — 
U.S. state and local(9.1)6.9 
Total (benefit from) provision for income taxes$(57.7)$22.8 
The following table is a reconciliation of the U.S. federal statutory income tax rate of 21% to the Company’s effective tax rate for the year ended December 31, 2025 pursuant to the disclosure requirements of ASU 2023-09. See Note 2 for additional details regarding the Company’s prospective adoption of ASU 2023-09.
Year Ended December 31, 2025
(in millions, except percentages)
Amount
Percent
U.S. federal statutory income tax rate$(70.8)21.0 %
Domestic federal
Non-taxable and non-deductible items
Section 162(m) limitation19.6 (5.8)%
Non-taxable stock compensation(5.3)1.6 %
Non-deductible transaction costs4.8 (1.4)%
Other0.2 (0.1)%
Changes in valuation allowance(0.1)— %
Other2.1 (0.6)%
Domestic state and local income taxes, net of federal effect(1)
(8.9)2.6 %
Foreign tax effects
Other foreign jurisdictions0.7 (0.2)%
Effective tax rate$(57.7)17.1 %
(1) State and local income taxes in California, Florida, Pennsylvania, Georgia, New Jersey, New York, Maryland, Illinois, and Virginia comprise the majority of the domestic state and local income taxes, net of federal effect category.
The following table is a reconciliation of the U.S. federal statutory income tax rate of 21% to the Company’s effective tax rate for the year ended December 31, 2024:
Year Ended December 31, 2024
U.S. federal statutory income tax rate21.0 %
State income tax, net of federal benefit
10.7 %
Permanent items
13.5 %
Return to provision for prior year
— %
Changes in valuation allowance(0.2)%
Effective tax rate45.0 %
Deferred taxes are the result of temporary differences between the bases of assets and liabilities for financial reporting purposes. Deferred tax assets and liabilities are compromised of the following:
As of
December 31,
(in millions)
20252024
Deferred tax assets:
Lease liabilities$164.9 $— 
Share-based payments20.4 1.4 
Accrued expenses20.9 0.1 
Inventory valuation38.5 — 
Allowance for credit losses16.4 0.1 
Net operating loss25.9 0.7 
Tax credit carryforwards0.3 — 
Intangible assets— 0.5 
Other0.2 — 
Total deferred tax assets287.5 2.8 
Deferred tax liabilities:
Intangible assets(848.5)— 
Lease right-of-use assets(170.5)— 
Property and equipment(107.9)(0.1)
Financing(7.8)— 
Total deferred tax liabilities(1,134.7)(0.1)
Valuation allowance— (0.1)
Net deferred income tax (liabilities) assets$(847.2)$2.6 
As of December 31, 2025 and December 31, 2024, the Company had U.S. federal net operating loss carryforwards of $102.5 million and $3.4 million, respectively, all of which have an indefinite carryforward. Certain acquired net operating loss carryforwards are subject to an annual limitation but are expected to be realized. As of December 31, 2025, the Company had state net operating loss carryforwards of $5.5 million that expire in varying amounts over the next 20 years. As of December 31, 2024, the Company had no state net operating loss carryforwards.
The Company regularly assesses the need for a valuation allowance of its deferred tax assets, and to the extent it is determined that an adjustment is needed, such adjustment will be recorded in the period that the determination is made.
As a result of the Beacon Acquisition, the Company recorded net deferred tax liabilities of $910.3 million. This consists of $900.4 million of intangible assets and $122.7 million of fixed assets, partially offset by inventories, net operating losses, 163(j) carryforwards, and other deferred tax assets and credit carryforwards of $112.8 million.
The increase in deferred tax assets as of December 31, 2025 as compared to December 31, 2024 primarily relates to additional U.S. federal and state net operating loss carryforwards from the current year taxable loss position and increases in the book basis of inventories from the Beacon Acquisition. The increase in deferred tax liabilities as of December 31, 2025 as compared to December 31, 2024 primarily relates to intangible and fixed assets recognized in connection with the Beacon Acquisition, which are not deductible for tax purposes when amortized or depreciated.
In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the U.S. The OBBBA includes numerous provisions that affect corporate taxation, including changes to bonus depreciation, the expensing of domestic research costs, and modifications to certain U.S. international tax rules. The Company has analyzed the impacts of the OBBBA and reflected them in the current period. These impacts do not have a material effect on the tax rate for the year ended December 31, 2025. The majority of the tax law changes will take effect in future years.
The Company’s non-domestic subsidiary, Beacon Roofing Supply Canada Company (“BRSCC”), is treated as a controlled foreign corporation. BRSCC’s taxable income, which reflects all of the Company’s Canadian operations, is being taxed only in Canada and would generally be taxed in the U.S. only upon an actual or deemed distribution. The Company expects that BRSCC’s earnings will be indefinitely reinvested for the foreseeable future; therefore, no U.S. deferred tax asset or liability for the differences between the book basis and the tax basis of BRSCC has been recorded as of December 31, 2025. Under the Tax Cuts and Jobs Act enacted in December 2017, future distributions from foreign subsidiaries will generally be subject to a federal dividends received deduction in the U.S. Should the earnings be remitted as dividends, the Company may be subject to additional foreign withholding and state income taxes. It is not practicable to estimate the amount of any additional taxes which may be payable on the undistributed earnings.
As of December 31, 2025 and December 31, 2024, there were no uncertain tax positions which, if recognized, would affect the Company’s effective tax rate.
The following table presents income taxes paid, net of refunds, disaggregated by significant federal, state, and foreign jurisdictions for the year ended December 31, 2025. The significant federal, state, and foreign jurisdictions were determined based on a threshold of 5% of total income taxes paid, net of refunds, in accordance with ASU 2023-09.
(in millions)
Year Ended December 31, 2025
U.S. federal$22.0 
U.S. state and local
Connecticut6.0 
Other7.0 
Total U.S. state and local income taxes paid, net of refunds13.0 
Foreign
Canada3.2 
Total income taxes paid, net of refunds$38.2 
v3.25.4
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.4
Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
Our information security program is designed to protect and preserve the confidentiality, integrity, and availability of our information technology assets. This program is overseen by our chief information security officer (“CISO”), whose team is responsible for leading the cybersecurity strategy, policy, standards, threat detection and prevention, and incident response processes. Our CISO reports directly to our chief information officer (“CIO”) on the effectiveness of our cybersecurity program and has 20 years of IT experience, including leadership roles with enterprise responsibility for IT audit, IT infrastructure, and cybersecurity. Our cybersecurity risk management system is integrated into our broader enterprise risk management (“ERM”) framework. This ERM process is facilitated by a risk committee, which is comprised of senior leaders from key functional and operational areas across the company. The risk committee has separate discussions for each risk with senior-level risk owners who have firsthand knowledge of their commercial or functional area. For cybersecurity-related risks, these discussions include the CISO and other key IT leadership. Through these discussions, the risk committee develops an enterprise-wide risk profile, which it then reviews and refines with the executive leadership team before presenting it to the Board.
In addition to reports to the Board on our enterprise risks, at least annually, the Audit Committee reviews with management the Company’s cybersecurity assessment and risk management policies, including any significant cybersecurity or data privacy risk exposures and management’s plans to monitor or mitigate them.
We employ various technical controls and measures to protect against cybersecurity attacks, which align with functions identified in the National Institute of Standards and Technology Cybersecurity 2.0 Framework. These include, among other things, a cybersecurity awareness training program for all employees and frequent phishing simulations. The information security team also reviews our information security systems for unauthorized system access, cybersecurity incidents, indicators of compromise, and unusual traffic on our systems. Our CISO continuously monitors the effectiveness of our processes and controls, which drives investment decisions in our cybersecurity program.
We periodically engage external subject matter experts who provide independent qualitative and quantitative assessments of the cybersecurity program maturity and response readiness. Additionally, we use processes, such as third-party risk monitoring security rating agencies, to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems. We also maintain cybersecurity insurance coverage as part of our overall insurance portfolio.
As of December 31, 2025, we have not identified any risks from cybersecurity threats (including any previous cybersecurity incidents) that have materially affected, or are reasonably likely to materially affect, the Company, including our business strategy, our results of operations or our financial condition. For a discussion of risks from cybersecurity threats that could be reasonably likely to materially affect us, please see our Risk Factors discussion under the headings “Risks Related to Information Technology” in this Annual Report.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] Our information security program is designed to protect and preserve the confidentiality, integrity, and availability of our information technology assets. This program is overseen by our chief information security officer (“CISO”), whose team is responsible for leading the cybersecurity strategy, policy, standards, threat detection and prevention, and incident response processes.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block] This ERM process is facilitated by a risk committee, which is comprised of senior leaders from key functional and operational areas across the company. The risk committee has separate discussions for each risk with senior-level risk owners who have firsthand knowledge of their commercial or functional area. For cybersecurity-related risks, these discussions include the CISO and other key IT leadership. Through these discussions, the risk committee develops an enterprise-wide risk profile, which it then reviews and refines with the executive leadership team before presenting it to the Board.
In addition to reports to the Board on our enterprise risks, at least annually, the Audit Committee reviews with management the Company’s cybersecurity assessment and risk management policies, including any significant cybersecurity or data privacy risk exposures and management’s plans to monitor or mitigate them.
We employ various technical controls and measures to protect against cybersecurity attacks, which align with functions identified in the National Institute of Standards and Technology Cybersecurity 2.0 Framework. These include, among other things, a cybersecurity awareness training program for all employees and frequent phishing simulations. The information security team also reviews our information security systems for unauthorized system access, cybersecurity incidents, indicators of compromise, and unusual traffic on our systems. Our CISO continuously monitors the effectiveness of our processes and controls, which drives investment decisions in our cybersecurity program.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] For cybersecurity-related risks, these discussions include the CISO and other key IT leadership. Through these discussions, the risk committee develops an enterprise-wide risk profile, which it then reviews and refines with the executive leadership team before presenting it to the Board.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] This ERM process is facilitated by a risk committee, which is comprised of senior leaders from key functional and operational areas across the company. The risk committee has separate discussions for each risk with senior-level risk owners who have firsthand knowledge of their commercial or functional area. For cybersecurity-related risks, these discussions include the CISO and other key IT leadership. Through these discussions, the risk committee develops an enterprise-wide risk profile, which it then reviews and refines with the executive leadership team before presenting it to the Board.
Cybersecurity Risk Role of Management [Text Block]
We employ various technical controls and measures to protect against cybersecurity attacks, which align with functions identified in the National Institute of Standards and Technology Cybersecurity 2.0 Framework. These include, among other things, a cybersecurity awareness training program for all employees and frequent phishing simulations. The information security team also reviews our information security systems for unauthorized system access, cybersecurity incidents, indicators of compromise, and unusual traffic on our systems. Our CISO continuously monitors the effectiveness of our processes and controls, which drives investment decisions in our cybersecurity program.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] This program is overseen by our chief information security officer (“CISO”), whose team is responsible for leading the cybersecurity strategy, policy, standards, threat detection and prevention, and incident response processes.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our CISO reports directly to our chief information officer (“CIO”) on the effectiveness of our cybersecurity program and has 20 years of IT experience, including leadership roles with enterprise responsibility for IT audit, IT infrastructure, and cybersecurity.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]
In addition to reports to the Board on our enterprise risks, at least annually, the Audit Committee reviews with management the Company’s cybersecurity assessment and risk management policies, including any significant cybersecurity or data privacy risk exposures and management’s plans to monitor or mitigate them.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.4
Basis of Presentation and Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Basis of Presentation The accompanying consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of December 31, 2025 and December 31, 2024, the results of operations for the years ended December 31, 2025 and 2024, and cash flows for the years ended December 31, 2025 and 2024 in accordance with accounting principles generally accepted in the U.S. (“GAAP”).
Principles of Consolidation All inter-company transactions and accounts have been eliminated in consolidation.
Reclassifications
The Company has reclassified certain prior period amounts to conform with the current period presentation in the consolidated statements of operations related to revenue, cost of sales, depreciation and amortization, which are now presented to conform with the predecessor’s historical presentation. The Company has also reclassified certain prior period amounts to conform with the current period presentation in the consolidated balance sheets related to deferred revenue, which is now presented within accrued expenses.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates include inventories, purchase price allocations, income taxes and vendor rebates receivable. Actual results could differ from those estimates.
Business Combination
The Company records acquisitions resulting in the consolidation of a business using the acquisition method of accounting. Under this method, the Company records the assets acquired, including intangible assets that can be identified, and liabilities assumed based on their estimated fair values at the date of acquisition. Various Level 3 fair value assumptions are used in the determination of these estimated fair values, including items such as sales growth rates, cost synergies, customer attrition rates, discount rates, and other prospective financial information. The purchase price in excess of the fair value of the assets acquired and liabilities assumed is recorded as goodwill. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Management believes these estimates are based on reasonable assumptions, however they are inherently uncertain and unpredictable, therefore actual results may differ. During the measurement period, which is up to one year from the acquisition date, the Company may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. Transaction costs associated with acquisitions are expensed as incurred and are included as a component of selling, general and administrative expense within the consolidated statements of operations.
Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company maintains cash balances across a diversified portfolio of global financial institutions that exceed Federal Deposit Insurance Corporation insured limits. The Company believes these global financial institutions to be financially sound with minimal credit risk and the Company has not experienced any losses in such accounts. Amounts included in restricted cash primarily represent those required to be set aside by a contractual agreement as collateral for the Company’s credit card program.
Accounts Receivable
The Company records accounts receivable at the contractual amount and records an allowance for credit losses for the amount the Company estimates it may not collect. In determining the allowance for credit losses, the Company considers historical collection experience, the age of the accounts receivable balances, the credit quality and risk of its customers, any specific customer collection issues, current economic conditions, and other factors that may impact customers’ ability to pay. The Company also considers reasonable and supportable forecasts of future economic conditions and their expected impact on customer collections in determining the allowance for credit losses. Accounts receivable balances are written off once the receivables are no longer deemed collectible. For the year ended December 31, 2025, no single customer accounted for more than 1% of our net sales.
Inventories
The Company’s inventories primarily represent finished goods, consisting of products available for sale. Inventories acquired in connection with acquisitions are recorded at fair value as of the date of the acquisition. The Company’s inventories not acquired in connection with acquisitions are accounted for using the weighted-average cost method and valued at the lower of cost or net realizable value.
Inventory costs consist of product and inbound shipping and handling costs. Inventory valuation requires the Company to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or returns to product vendors.
Vendor Rebates The Company’s arrangements with vendors typically provide for rebates after it makes a special purchase and/or monthly, quarterly and/or annual rebates of a specified amount of consideration payable when a number of measures have been achieved. Annual rebates are generally related to a specified cumulative level of purchases on a calendar-year basis. The Company accounts for such rebates as a reduction of the inventory value until the product is sold, at which time such rebates reduce cost of products sold in the consolidated statements of operations. Throughout the year, the Company estimates the amount of the periodic rebates based upon the expected level of purchases. The Company continually revises these estimates to reflect actual rebates earned based on actual purchase levels.
Property and Equipment
Property and equipment acquired in connection with acquisitions are recorded at fair value as of the date of the acquisition and depreciated utilizing the straight-line method over the estimated remaining useful lives. All other additions are recorded at cost, and depreciation is computed using the straight-line method. The Company reviews the estimated useful lives of its fixed assets on an ongoing basis.
Leases
The Company accounts for its leases in accordance with ASC 842, Leases. The Company mostly operates in leased branch facilities and corporate offices, which are accounted for as operating leases. The leases typically provide for a base rent plus real estate taxes and insurance. Certain of the leases provide for escalating rents over the lives of the leases, and rent expense is recognized over the terms of those leases on a straight-line basis. In addition, the Company leases equipment, such as trucks and forklifts. Equipment leases are accounted for as either operating or finance leases.
The Company determines whether an arrangement is a lease at inception. The determination as to whether an arrangement contains a lease is based on an assessment as to whether a contract conveys the right to the Company to control the use of identified property or equipment for a period of time in exchange for consideration.
Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of financial lease liabilities, and finance lease liabilities in the Company’s consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company determines an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate represents a significant judgment that is based on an analysis of the Company’s credit rating, country risk, treasury and corporate bond yields, as well as comparison to the Company’s borrowing rate on its most recent loan. The Company uses the implicit rate when readily determinable. The operating lease ROU assets also include any prepaid lease payments and lease incentives. The Company’s lease terms include periods under options to extend or terminate the lease when it is reasonably certain that those options will be exercised. The Company generally uses the base, non-cancelable lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. For finance leases, the lease asset is depreciated over the lease term and interest expense is recorded using the effective interest method.
The Company’s lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. The Company has elected to combine fixed payments for non-lease components with lease payments and account for them together as a single lease component, which increases the lease assets and liabilities.
Payments under the Company’s lease agreements are primarily fixed. However, certain lease agreements contain variable payments, which are expensed as incurred and are not included in the operating lease assets and liabilities. These amounts include payments affected by the Consumer Price Index and reimbursements to landlords for items such as property insurance and common area costs. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Goodwill
On an annual basis and at interim periods when circumstances require, the Company tests the recoverability of its goodwill and indefinite-lived intangible assets and reviews for indicators of impairment. Examples of such indicators include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors.
Intangible Assets
The Company amortizes certain identifiable intangible assets that have finite lives, currently consisting of customer relationships and trade names. These amortizable intangible assets are amortized over the useful lives of the asset using the straight-line amortization method. Amortizable intangible assets are tested for impairment, when deemed necessary, based on undiscounted cash flows and, if impaired, are written down to fair value based on either discounted cash flows or appraised values.
Asset Retirement Obligations
A liability for an asset retirement obligation is recorded in the period in which it is incurred. When an asset retirement obligation liability is initially recorded, the Company capitalizes the cost by increasing the carrying amount of the related long-lived asset. For each subsequent period, the liability is increased for accretion expense and the capitalized cost is depreciated over the useful life of the related asset. The Company recognized asset retirement obligations in connection with the Beacon Acquisition. As of December 31, 2025, the carrying amount of the Company’s asset retirement obligations was $25.5 million, which is included in other long-term liabilities on the consolidated balance sheets.
Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
The Company’s current financial assets and liabilities approximate fair value due to their short-term nature and include cash and cash equivalents, accounts receivable, vendor rebates receivable, income tax receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities.
Net Sales
Net sales represent the consideration the Company expects to be entitled to in exchange for transferring products to customers. Performance obligations are satisfied at a point in time, and net sales are recognized when control of the product transfers to the customer, which occurs when the customer accepts the delivery of our product or takes possession of our product with rights and rewards of ownership. Substantially all of the Company’s contracts have a single performance obligation—to deliver products—and are short-term in nature.
The Company does not provide extended payment terms, and payment is due shortly after control transfers. The Company generally does not require prepayments; however, to the extent customers make payments in advance of delivery, the Company records a liability. Total customer advances as of December 31, 2025 was $20.1 million, and are expected to be recognized as revenue in the following year due to the short-term nature of the contracts. There were no customer advances as of December 31, 2024.
Net sales are presented net of variable consideration, including estimated product returns, customer sales incentives (including volume rebates), and early payment discounts taken.
The Company estimates product returns based on historical return rates and records accrued sales returns and defers the related cost of products sold. Total accrued sales returns as of December 31, 2025 was $26.6 million and total cost of products sold deferred was $20.4 million. There were no accrued sales returns or cost of products sold deferred as of December 31, 2024. Provisions for early payment discounts are accrued in the same period in which the sale occurs based on historical experience. Commissions paid to internal sales teams to obtain contracts are expensed as incurred because the related contracts have a duration of one year or less. Sales taxes collected from customers and remitted to governmental authorities are excluded from net sales.
The Company offers sales incentives to customers, primarily volume rebates based on achieving specified sales levels. These volume rebates are not in exchange for a distinct good or service and therefore reduce net sales when the related revenue is recognized. The Company estimates volume rebate accruals based on contract terms, historical experience, and performance levels. Total accrued sales incentives as of December 31, 2025 was $148.4 million. There were no accrued sales incentives as of December 31, 2024.
Shipping and handling amounts billed to customers are included in net sales. Related shipping and handling costs are accounted for as fulfillment activities and are recognized in cost of products sold when control of the products transfers to the customer.
Customer advances, sales returns, and sales incentives are included in accrued expenses, early payment discounts are included in accounts receivable, net, and cost of products sold deferred are included in prepaid and other current assets in the consolidated balance sheets.
Stock-Based Compensation The Company recognizes stock-based compensation expense based on the equity award’s grant date fair value. For grants of restricted stock units (“RSUs”) subject to service-based vesting conditions, the fair value is established based on the market price of the Company’s common stock on the date of the grant. For grants of performance-based restricted stock units (“PRSUs”) subject to market-based vesting conditions, the fair value is established using a Monte Carlo simulation lattice model. The determination of the fair value of stock-based awards is affected by the Company’s stock price and a number of assumptions, including volatility, performance period, risk-free interest rate and expected dividends. The Company accounts for forfeitures as they occur. The grant date fair value of each award is amortized over the requisite service period.
Advertising Costs
Advertising costs are expensed as incurred.
Income Taxes
The Company accounts for income taxes using the liability method, which requires the recognition of a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences between the financial statement and tax reporting bases of assets and liabilities to the extent that they are realizable. Deferred tax expense (benefit) results from the net change in deferred tax assets and liabilities during the year.
ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Based on this guidance, the Company analyzes its filing positions in all of the federal, state, and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. Tax benefits from uncertain tax positions are recognized if it is more likely than not that the position is sustainable based solely on its technical merits.
The Company’s accounting policy is to recognize any interest and penalties related to uncertain tax positions in (benefit from) provision for income taxes in the consolidated statements of operations.
Recent Accounting Pronouncements — Adopted / Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Improvements to Income Tax Disclosures,” a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a registrant's effective tax rate reconciliation as well as information on income taxes paid. This standard should be applied prospectively, with retrospective application permitted. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard on December 31, 2025 using the prospective method of adoption.
The Company analyzed ASU 2023-09 and the impacts on the Company’s effective tax rate table and income taxes paid table in Note 12. The Company adjusted its effective tax rate table for the year ended December 31, 2025 to align with the increased information requirements and required descriptions. Due to the Company’s minimal foreign tax footprint, no jurisdictions were required to be detailed out separately in the effective tax rate table. Additionally, the Company provided a table of income taxes paid, net of refunds, for the year ended December 31, 2025 in Note 12. The significant federal, state, and foreign jurisdictions were determined based on a threshold of 5% of total income taxes paid, net of refunds.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires disclosure of disaggregated information about certain financial statement expense line items presented on the consolidated statements of operations in the notes to the financial statements on an interim and annual basis. The standard can be applied either prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The standard provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC Topic 606. This standard should be applied prospectively and is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The standard modernizes the recognition and disclosure framework for internal-use software costs, removing all references to software development stages and introducing a more judgment-based approach. This standard can be applied either prospectively, retrospectively, or utilizing a modified transition approach and is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
v3.25.4
Basis of Presentation and Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Schedule of Cash and Cash Equivalents The following table provides a reconciliation of cash, cash equivalents and restricted cash:
As of
(in millions)December 31,
2025
December 31,
2024
Cash and cash equivalents$2,361.6 $5,068.5 
Restricted cash included in prepaid expenses and other current assets
3.8 3.5 
Total cash, cash equivalents and restricted cash$2,365.4 $5,072.0 
Schedule of Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash:
As of
(in millions)December 31,
2025
December 31,
2024
Cash and cash equivalents$2,361.6 $5,068.5 
Restricted cash included in prepaid expenses and other current assets
3.8 3.5 
Total cash, cash equivalents and restricted cash$2,365.4 $5,072.0 
Schedule of Allowance for Expected Credit Losses
The following table represents the roll-forward of the allowance for credit losses for the year ended December 31, 2025 and the year ended December 31, 2024:
(in millions)December 31,
2025
December 31,
2024
Balance at beginning of period$0.5 $0.5 
Current period provision for expected credit losses
13.8 — 
Recoveries
(1.3)— 
Balance at end of period$13.0 $0.5 
Schedule of Property, Plant and Equipment
The estimated useful lives of property and equipment are principally as follows:
Buildings40 years
Equipment
3 to 7 years
Furniture and fixtures7 years
Software
3 to 5 years
Finance lease assets and leasehold improvementsShorter of the estimated useful life or lease term, considering renewal options expected to be exercised.
The following is a summary of property and equipment, net:
As of
December 31,
2025
December 31,
2024
(in millions)
Equipment$259.5 $4.0 
Finance lease assets216.9 — 
Leasehold improvements124.5 0.1 
Furniture and fixtures29.7 0.2 
Software31.2 — 
Land and buildings59.6 — 
Construction in progress55.1 — 
Total property and equipment776.5 4.3 
Accumulated depreciation(87.9)(3.9)
Total property and equipment, net$688.6 $0.4 
Schedule of Changes in Goodwill
The following table sets forth the change in the carrying amount of goodwill during the year ended December 31, 2025:
(in millions)
December 31,
2025
Balance at beginning of period$1.2 
Acquisitions5,111.2 
Translation and other adjustments(1.1)
Balance at end of period$5,111.3 
Schedule of Finite-Lived Intangible Assets
The following table summarizes intangible assets by category:
As of
Weighted-Average Remaining Life(1)
(Years)
(in millions, except time periods)
December 31,
2025
December 31,
2024
Amortizable intangible assets:
Customer relationships and other
$3,908.7 $9.4 9.3
Trade names
229.9 — 2.3
Total amortizable intangible assets
4,138.6 9.4 9.0
Accumulated amortization(320.2)(5.4)
Total amortizable intangible assets, net
3,818.4 4.0 
Indefinite-lived domain names
0.7 — 
Total intangibles, net$3,819.1 $4.0 
(1) As of December 31, 2025.
Schedule of Indefinite-Lived Intangible Assets
The following table summarizes intangible assets by category:
As of
Weighted-Average Remaining Life(1)
(Years)
(in millions, except time periods)
December 31,
2025
December 31,
2024
Amortizable intangible assets:
Customer relationships and other
$3,908.7 $9.4 9.3
Trade names
229.9 — 2.3
Total amortizable intangible assets
4,138.6 9.4 9.0
Accumulated amortization(320.2)(5.4)
Total amortizable intangible assets, net
3,818.4 4.0 
Indefinite-lived domain names
0.7 — 
Total intangibles, net$3,819.1 $4.0 
(1) As of December 31, 2025.
Schedule of Estimated Future Amortization
The following table summarizes the estimated future amortization expense for intangible assets for each of the next five years ending December 31 and thereafter:
(in millions)
2026$467.6 
2027467.5 
2028415.5 
2029390.3 
2030390.1 
Thereafter1,687.4 
Total future amortization expense$3,818.4 
Schedule of Accrued Liabilities
The following table presents the components of accrued expenses:
As of
(in millions)December 31,
2025
December 31,
2024
Inventory$170.0 $— 
Selling, general and administrative146.8 — 
Customer rebates148.4 — 
Payroll and employee benefit costs66.5 8.1 
Interest expense27.1 — 
Income taxes— 24.0 
Other15.5 6.5 
Total accrued expenses$574.3 $38.6 
Schedule of Interest (Expense) Income, Net
The following table presents the components of interest (expense) income, net:
Year Ended December 31,
(in millions)20252024
Interest income$125.8 $121.9 
Interest expense(173.5)(0.1)
Interest (expense) income, net
$(47.7)$121.8 
v3.25.4
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2025
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 preliminary aggregate purchase consideration paid to acquire Beacon and is subject to adjustments:
(in millions)
Cash paid for outstanding Beacon common stock(1)
$7,736.6 
Converted Beacon RSUs and options attributable to pre-combination service(2)
103.5 
Payment of Beacon debt, including accrued interest(3)
2,947.8 
Preliminary aggregate acquisition consideration
10,787.9 
Less: cash acquired
143.9 
Preliminary aggregate acquisition consideration, net of cash acquired
$10,644.0 
(1) The cash component of the preliminary 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 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 $16.0 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 $370.8 million, respectively. Additionally, accrued interest expense of $30.1 million and a breakage fee of $37.8 million was paid for early termination of Beacon’s debt at the closing of the Beacon Acquisition.
Schedule of Preliminary Allocation of the Purchase Price
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. 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. Subsequent to the determination of the preliminary purchase price allocation, the Company recorded certain measurement period adjustments primarily related to accounts receivable, inventories, and deferred income taxes. The measurement period adjustments had a net impact of decreasing goodwill by $27.4 million.
(in millions)
Preliminary
Allocation
Assets:
Accounts receivable
$1,316.3 
Inventories
1,784.6 
Vendor rebates receivable
240.0 
Income tax receivable
19.9 
Prepaid expenses and other current assets81.1 
Property and equipment
687.5 
Goodwill5,111.2 
Intangibles
4,130.6 
Operating lease right-of-use assets
708.0 
Other non-current assets
17.5 
Liabilities:
Accounts payable(1,138.2)
Accrued expenses(527.0)
Deferred income taxes
(910.3)
Other long-term liabilities(27.5)
Operating lease liabilities(668.2)
Finance lease liabilities(181.5)
Preliminary aggregate acquisition consideration
$10,644.0 
Schedule of Acquired Finite-Lived Intangible Assets by Major Class
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
$3,900.6 10.0
Trade names
230.0 3.0
Total intangible assets acquired
$4,130.6 9.6
Schedule of Business Combination, Pro Forma Information
The following table presents the Company’s pro forma combined net sales and net loss:
Year Ended December 31,
(in millions)
20252024
Net sales
$9,536.8 $9,820.1 
Net loss
$(332.4)$(215.9)
v3.25.4
Restructuring (Tables)
12 Months Ended
Dec. 31, 2025
Restructuring and Related Activities [Abstract]  
Schedule of Change in the Severance and Employee-related Restructuring Charge Liability
The following table shows the change in the restructuring charge liability during the year ended December 31, 2025:
Severance and
Employee-related
Costs
Lease
Abandonment
Costs
(in millions)
Restructuring charge liability as of December 31, 2024
$— $— 
Restructuring charges54.65.0
Payments(28.4)— 
Non-cash settlement— (5.0)
Restructuring charge liability as of December 31, 2025
$26.2 $— 
v3.25.4
Segment Reporting and Geographic Information (Tables)
12 Months Ended
Dec. 31, 2025
Segment Reporting [Abstract]  
Schedule of Segment Information
The following table presents information regarding the components of revenue, significant segment expenses and consolidated net (loss) income representative of the significant categories regularly provided to the CODM when managing the Company’s one operating segment:
Year Ended December 31,
(in millions)
20252024
Net sales:
Residential roofing products$3,307.1 $— 
Non-residential roofing products1,883.9 — 
Complementary building products1,592.7 — 
Software products and services58.5 56.9 
Total net sales$6,842.2 $56.9 
Less:
Cost of products sold$5,269.5 $33.8 
Selling, general administrative expenses(1)
1,250.3 58.6 
Stock-based compensation144.5 34.4 
Other segment items457.3 (97.9)
Net (loss) income$(279.4)$28.0 
(1) Excludes stock-based compensation.
v3.25.4
Equity (Tables)
12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Schedule of Conversion Rate Per Share
The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:
Applicable Market Value of Common Stock
Conversion Rate per Share of Mandatory Convertible Preferred Stock
Greater than $20.2126 (the “Threshold Appreciation Price”)
49.4740 shares of common stock
Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price
Between 49.4740 and 60.6060 shares of common stock, determined by dividing $1,000 by the applicable market value
Less than $16.50 (the “Initial Price”)
60.6060 shares of common stock
The following table illustrates the conversion rate per Depositary Share, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:
Applicable Market Value of Common Stock
Conversion Rate per Depository Share Representing a 1/20th interest in a share of the Mandatory Convertible Preferred Stock
Greater than the Threshold Appreciation Price
2.4737 shares of common stock
Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price
Between 2.4737 and 3.0303 shares of common stock, determined by dividing $50 by the applicable market value
Less than the Initial Price
3.0303 shares of common stock
v3.25.4
Earnings (Loss) Per Common Share (Tables)
12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Schedule of Earnings (Loss) Per Share, Basic and Diluted
The following table presents the components and calculations of basic and diluted net income (loss) per common share attributable to common stockholders:
(in millions, except per share amounts; certain amounts may not recalculate due to rounding)
Year Ended December 31,
20252024
Basic and diluted earnings (loss) per common share computation:
Net (loss) income$(279.4)$28.0 
Less: Convertible Preferred Stock dividend
(90.0)(51.0)
Less: Mandatory Convertible Preferred Stock dividend
(18.9)— 
Less: Undistributed earnings allocated to participating securities— — 
Loss attributable to common shareholders
$(388.3)$(23.0)
Weighted-average common shares571.0 185.0 
Weighted-average Pre-Funded Warrants
42.0 19.0 
Total weighted-average common shares outstanding613.0 204.0 
Basic and diluted loss per common share
$(0.63)$(0.11)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
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:
Year Ended December 31,
(in millions)
20252024
Convertible Preferred Stock
219.0 219.0 
Mandatory Convertible Preferred Stock
32.7 — 
Warrants
219.0 219.0 
Stock-based awards
26.2 21.9 
Total potential dilutive securities not included in loss per common share
496.9 459.9 
v3.25.4
Stock-based Compensation (Tables)
12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Nonvested Restricted Stock Units Activity
The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 2025:
(in millions, except for weighted-average grant date fair value)
Number of RSUs
Weighted-Average Grant Date Fair Value
Balance at beginning of period13.5 $11.57 
Granted 1.8 $17.70 
Converted RSUs
9.7 $13.23 
Vested(1)
(6.7)$12.77 
Forfeited(2.2)$12.12 
Balance at end of period16.1 $12.69 
(1) The number of RSUs vested includes 2.0 million RSUs that vested on December 31, 2025, but were not legally settled until January 2026.
The following table summarizes additional information regarding RSUs:
Year Ended December 31,
20252024
Weighted-average fair value per share of RSUs granted and converted
$13.94 $11.57 
Total grant date fair value of RSUs vested$86.0 $— 
Total intrinsic value of RSUs released$122.7 $— 
Share-Based Payment Arrangement, Performance Shares, Market-Based Conditions, Percentage
The following table summarizes the market-based conditions:
Percentile Position vs.
S&P 500 Index Companies
Units Earned as a
Percentage of Target
Below 55th Percentile— %
55th Percentile100 %
65th Percentile150 %
75th Percentile175 %
80th Percentile200 %
90th Percentile225 %
Schedule of Nonvested Performance-Based Units Activity
The following table summarizes the activity related to the Company’s PRSUs for the year ended December 31, 2025:
(in millions, except for weighted-average grant date fair value)
Number of PRSUs
Weighted- Average Grant Date Fair Value
Balance at beginning of period8.4 $20.24 
Granted 0.4 $18.83 
Balance at end of period8.8 $20.17 
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award The following weighted-average assumptions were used in the Monte Carlo model in determining the fair value of PRSUs granted during the year ended December 31, 2025 and 2024:
Year Ended December 31,
20252024
Performance period
3.66 years4.42 years
Risk-free interest rate
3.8 %4.0 %
Expected volatility
42.3 %40.0 %
Dividend yield
— %— %
Share-Based Payment Arrangement, Expensed and Capitalized, Amount The Company recognized stock-based compensation expense as follows:
Year Ended December 31,
(in millions)
20252024
NSOs
$8.5 $— 
RSUs
83.0 12.6 
PRSUs
53.0 21.8 
Total stock-based compensation expense
$144.5 $34.4 
v3.25.4
Debt (Tables)
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Schedule of Outstanding Debt
The following table summarizes all outstanding debt:
As of
December 31, 2025
(in millions)Principal BalanceCarrying Value
Fair Value
Long-term Debt, net
Term Loan Facility(1)
$850.0 $827.8 $852.1 
Notes(2)
2,250.0 2,229.5 2,356.9 
Long-term debt, net$3,100.0 $3,057.3 $3,209.0 
(1) Interest rate of 5.72% as of December 31, 2025.
(2) Interest rate of 6.75% as of December 31, 2025.
v3.25.4
Leases (Tables)
12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Schedule of Components of Lease Cost and Supplemental Cash Flow Information
The following table presents components of lease costs recognized in the consolidated statements of operations:
 Year Ended December 31,
(in millions)
20252024
Operating lease costs$119.3 $0.3 
Finance lease costs:
Amortization of right-of-use assets33.1 0.2 
Interest on lease obligations8.1 — 
Variable lease costs13.6 0.2 
Total lease costs$174.1 $0.7 
The following table presents supplemental cash flow information related to the Company’s leases:
 Year Ended December 31,
(in millions)
20252024
Cash paid for amounts included in measurement of lease obligations:
Operating cash outflows from operating leases$107.4 $0.3 
Operating cash outflows from finance leases$8.0 $— 
Financing cash outflows from finance leases$30.3 $0.2 
Right-of-use assets obtained in exchange for new finance lease liabilities$34.5 $0.1 
Right-of-use assets obtained in exchange for new operating lease liabilities$29.2 $— 
Schedule of Maturity of Operating Lease Liabilities
The following table summarizes future lease payments for each of the next five years ending December 31 and thereafter:
(in millions)
Operating
Leases
 
Finance
Leases
2026$148.0 $60.1 
2027148.8 54.8 
2028131.2 43.6 
2029111.3 30.5 
203089.9 18.9 
Thereafter190.8 6.3 
Total future lease payments820.0 214.2 
Imputed interest(150.7)(26.3)
Total lease liabilities$669.3 $187.9 
Schedule of Maturity of Finance Lease Liabilities
The following table summarizes future lease payments for each of the next five years ending December 31 and thereafter:
(in millions)
Operating
Leases
 
Finance
Leases
2026$148.0 $60.1 
2027148.8 54.8 
2028131.2 43.6 
2029111.3 30.5 
203089.9 18.9 
Thereafter190.8 6.3 
Total future lease payments820.0 214.2 
Imputed interest(150.7)(26.3)
Total lease liabilities$669.3 $187.9 
v3.25.4
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Expense (Benefit)
The components of (loss) income before (benefit from) provision for income taxes and (benefit from) provision for income taxes are as follows:
Year Ended December 31,
(in millions)
20252024
(Loss) income before (benefit from) provision for income taxes
U.S.$(350.2)$50.8 
Foreign13.1 — 
Total$(337.1)$50.8 
(Benefit from) provision for income taxes
Provision for (benefit from) current income taxes
U.S. federal$0.7 $16.6 
Foreign3.4 — 
U.S. state and local(0.8)7.4 
Total provision for current income taxes3.3 24.0 
(Benefit from) provision for deferred income taxes
U.S. federal(52.7)(0.7)
Foreign— — 
U.S. state and local(8.3)(0.5)
Total benefit from deferred income taxes(61.0)(1.2)
Total (benefit from) provision for income taxes
U.S. federal(52.0)15.9 
Foreign3.4 — 
U.S. state and local(9.1)6.9 
Total (benefit from) provision for income taxes$(57.7)$22.8 
Schedule of Effective Income Tax Rate Reconciliation
The following table is a reconciliation of the U.S. federal statutory income tax rate of 21% to the Company’s effective tax rate for the year ended December 31, 2025 pursuant to the disclosure requirements of ASU 2023-09. See Note 2 for additional details regarding the Company’s prospective adoption of ASU 2023-09.
Year Ended December 31, 2025
(in millions, except percentages)
Amount
Percent
U.S. federal statutory income tax rate$(70.8)21.0 %
Domestic federal
Non-taxable and non-deductible items
Section 162(m) limitation19.6 (5.8)%
Non-taxable stock compensation(5.3)1.6 %
Non-deductible transaction costs4.8 (1.4)%
Other0.2 (0.1)%
Changes in valuation allowance(0.1)— %
Other2.1 (0.6)%
Domestic state and local income taxes, net of federal effect(1)
(8.9)2.6 %
Foreign tax effects
Other foreign jurisdictions0.7 (0.2)%
Effective tax rate$(57.7)17.1 %
(1) State and local income taxes in California, Florida, Pennsylvania, Georgia, New Jersey, New York, Maryland, Illinois, and Virginia comprise the majority of the domestic state and local income taxes, net of federal effect category.
The following table is a reconciliation of the U.S. federal statutory income tax rate of 21% to the Company’s effective tax rate for the year ended December 31, 2024:
Year Ended December 31, 2024
U.S. federal statutory income tax rate21.0 %
State income tax, net of federal benefit
10.7 %
Permanent items
13.5 %
Return to provision for prior year
— %
Changes in valuation allowance(0.2)%
Effective tax rate45.0 %
Schedule of Deferred Tax Assets and Liabilities
Deferred taxes are the result of temporary differences between the bases of assets and liabilities for financial reporting purposes. Deferred tax assets and liabilities are compromised of the following:
As of
December 31,
(in millions)
20252024
Deferred tax assets:
Lease liabilities$164.9 $— 
Share-based payments20.4 1.4 
Accrued expenses20.9 0.1 
Inventory valuation38.5 — 
Allowance for credit losses16.4 0.1 
Net operating loss25.9 0.7 
Tax credit carryforwards0.3 — 
Intangible assets— 0.5 
Other0.2 — 
Total deferred tax assets287.5 2.8 
Deferred tax liabilities:
Intangible assets(848.5)— 
Lease right-of-use assets(170.5)— 
Property and equipment(107.9)(0.1)
Financing(7.8)— 
Total deferred tax liabilities(1,134.7)(0.1)
Valuation allowance— (0.1)
Net deferred income tax (liabilities) assets$(847.2)$2.6 
Schedule of Cash Flow, Supplemental Disclosures
The following table presents income taxes paid, net of refunds, disaggregated by significant federal, state, and foreign jurisdictions for the year ended December 31, 2025. The significant federal, state, and foreign jurisdictions were determined based on a threshold of 5% of total income taxes paid, net of refunds, in accordance with ASU 2023-09.
(in millions)
Year Ended December 31, 2025
U.S. federal$22.0 
U.S. state and local
Connecticut6.0 
Other7.0 
Total U.S. state and local income taxes paid, net of refunds13.0 
Foreign
Canada3.2 
Total income taxes paid, net of refunds$38.2 
v3.25.4
Description of Business (Details)
$ / shares in Units, $ in Millions
Apr. 29, 2025
USD ($)
$ / shares
Dec. 31, 2025
USD ($)
province
state
$ / shares
Jan. 17, 2025
$ / shares
Dec. 31, 2024
$ / shares
Jun. 06, 2024
$ / shares
Capital Unit [Line Items]          
Common stock, par value (in usd per share) | $ / shares   $ 0.00001 $ 0.00001 $ 0.00001 $ 0.00001
Annual revenue target within the next ten years | $   $ 50,000.0      
UNITED STATES          
Capital Unit [Line Items]          
Number of States in which entity operates | state   50      
Canada          
Capital Unit [Line Items]          
Number of provinces in which entity operates | province   7      
Beacon Roofing Supply, Inc.          
Capital Unit [Line Items]          
Business acquisition, share price (in usd per share) | $ / shares $ 124.35        
Aggregate acquisition consideration | $ $ 10,644.0        
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Reconciliation of Cash and Cash Equivalents (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Accounting Policies [Abstract]      
Cash and cash equivalents $ 2,361.6 $ 5,068.5  
Restricted cash included in prepaid expenses and other current assets 3.8 3.5  
Total cash, cash equivalents and restricted cash $ 2,365.4 [1] $ 5,072.0 [1] $ 6.2
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Accounts Receivable, Allowance for Credit Loss (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance at beginning of period $ 0.5 $ 0.5 $ 0.5
Current period provision for expected credit losses 0.0 13.8 [1] 0.0
Recoveries $ 0.0 (1.3)  
Balance at end of period   $ 13.0 $ 0.5
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment, Net (Details)
Dec. 31, 2025
Buildings  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life (in years) 40 years
Equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life (in years) 3 years
Equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life (in years) 7 years
Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life (in years) 7 years
Software | Minimum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life (in years) 3 years
Software | Maximum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life (in years) 5 years
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 776.5 $ 4.3
Accumulated depreciation (87.9) (3.9)
Total property and equipment, net 688.6 0.4
Equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment 259.5 4.0
Finance lease assets    
Property, Plant and Equipment [Line Items]    
Total property and equipment 216.9 0.0
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment 124.5 0.1
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Total property and equipment 29.7 0.2
Software    
Property, Plant and Equipment [Line Items]    
Total property and equipment 31.2 0.0
Land and buildings    
Property, Plant and Equipment [Line Items]    
Total property and equipment 59.6 0.0
Construction in progress    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 55.1 $ 0.0
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Changes in Goodwill (Details)
$ in Millions
12 Months Ended
Dec. 31, 2025
USD ($)
Goodwill [Roll Forward]  
Balance at beginning of period $ 1.2
Acquisitions 5,111.2
Translation and other adjustments (1.1)
Balance at end of period $ 5,111.3
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
Finite Lived Intangible Assets [Line Items]    
Total amortizable intangible assets $ 4,138.6 $ 9.4
Accumulated amortization (320.2) (5.4)
Total future amortization expense 3,818.4 4.0
Indefinite-lived Intangible Assets [Line Items]    
Total intangibles, net $ 3,819.1 4.0
Weighted Average    
Finite Lived Intangible Assets [Line Items]    
Weighted-Average Remaining Life (Years) 9 years  
Domain Names    
Indefinite-lived Intangible Assets [Line Items]    
Indefinite-lived domain names $ 0.7 0.0
Customer relationships and other    
Finite Lived Intangible Assets [Line Items]    
Total amortizable intangible assets $ 3,908.7 9.4
Customer relationships and other | Weighted Average    
Finite Lived Intangible Assets [Line Items]    
Weighted-Average Remaining Life (Years) 9 years 3 months 18 days  
Trade names    
Finite Lived Intangible Assets [Line Items]    
Total amortizable intangible assets $ 229.9 $ 0.0
Trade names | Weighted Average    
Finite Lived Intangible Assets [Line Items]    
Weighted-Average Remaining Life (Years) 2 years 3 months 18 days  
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Intangible Assets, Future Amortization Expense (Details)
$ in Millions
Dec. 31, 2025
USD ($)
Dec. 31, 2025
XUA
Dec. 31, 2024
USD ($)
Accounting Policies [Abstract]      
2026000000 | XUA   XUA 467,600,000  
2027 $ 467.5    
2028 415.5    
2029 390.3    
2030 | XUA   390,100,000  
Thereafter | XUA   XUA 1,687,400,000  
Total future amortization expense $ 3,818.4   $ 4.0
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Accrued Expenses (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
Accounting Policies [Abstract]    
Inventory $ 170.0 $ 0.0
Selling, general and administrative 146.8 0.0
Customer rebates 148.4 0.0
Payroll and employee benefit costs 66.5 8.1
Interest expense 27.1 0.0
Income taxes 0.0 24.0
Other 15.5 6.5
Total accrued expenses $ 574.3 $ 38.6
v3.25.4
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
Business Combination [Line Items]    
Contract with customer, liability $ 20.1 $ 0.0
Contract with customer, refund liability 26.6 0.0
Contract with customer, liability, deferred cost 20.4  
Contract with customer, sales incentive liability 148.4 $ 0.0
Beacon Roofing Supply, Inc.    
Business Combination [Line Items]    
Asset retirement obligation $ 25.5  
v3.25.4
Basis of Presentation and Significant Accounting Policies - Schedule of Interest (Expense) Income, Net (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Accounting Policies [Abstract]    
Interest income $ 125.8 $ 121.9
Interest expense (173.5) (0.1)
Interest (expense) income, net $ (47.7) [1] $ 121.8
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Acquisitions - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Feb. 10, 2026
Apr. 29, 2025
Dec. 31, 2025
Beacon Roofing Supply, Inc.      
Business Combination [Line Items]      
Business acquisition, share price (in usd per share)   $ 124.35  
Goodwill, measurement period adjustment, decrease   $ 27.4  
Business combination, acquisition related costs     $ 74.8
Preliminary aggregate acquisition consideration   10,787.9  
Cash payments to acquire business   $ 7,736.6  
Kodiak Building Partners | Subsequent Event      
Business Combination [Line Items]      
Business acquisition, share price (in usd per share) $ 40    
Preliminary aggregate acquisition consideration $ 2,250.0    
Cash payments to acquire business 2,000.0    
Consideration transferred, equity interest (in shares) $ 13.2    
v3.25.4
Acquisitions - Schedule of Purchase Price (Details)
$ / shares in Units, shares in Millions, $ in Millions
12 Months Ended
Feb. 10, 2026
USD ($)
$ / shares
Apr. 29, 2025
USD ($)
tradingDay
$ / shares
shares
Dec. 31, 2025
USD ($)
[1]
Dec. 31, 2024
USD ($)
Business Combination, Consideration Transferred [Abstract]        
Repayments of outstanding lines of credit     $ 842.0 $ 0.0
Beacon Roofing Supply, Inc.        
Business Combination, Consideration Transferred [Abstract]        
Cash paid for outstanding Beacon common stock   $ 7,736.6    
Converted Beacon RSUs and options attributable to pre-combination service   103.5    
Payment of Beacon debt, including accrued interest   2,947.8    
Preliminary aggregate acquisition consideration   10,787.9    
Less: cash acquired   143.9    
Preliminary aggregate acquisition consideration, net of cash acquired   $ 10,644.0    
Business combination, consideration transferred, number of shares issued (in shares) | shares   62.2    
Business acquisition, share price (in usd per share) | $ / shares   $ 124.35    
Trading days prior to the closing date | tradingDay   5    
Payments of accrued interest   $ 30.1    
Payment of debt extinguishment fee   37.8    
Beacon Roofing Supply, Inc. | Line of Credit        
Business Combination, Consideration Transferred [Abstract]        
Repayments of outstanding lines of credit   370.8    
Beacon Roofing Supply, Inc. | Senior Secured Term Loan B Facility | Senior Notes        
Business Combination, Consideration Transferred [Abstract]        
Repayments of long-term debt   1,260.0    
Beacon Roofing Supply, Inc. | Senior Secured Notes | Senior Notes        
Business Combination, Consideration Transferred [Abstract]        
Repayments of long-term debt   1,250.0    
Beacon Roofing Supply, Inc. | RSUs        
Business Combination, Consideration Transferred [Abstract]        
Converted Beacon RSUs and options attributable to pre-combination service   $ 16.0    
Kodiak Building Partners | Subsequent Event        
Business Combination, Consideration Transferred [Abstract]        
Cash paid for outstanding Beacon common stock $ 2,000.0      
Preliminary aggregate acquisition consideration $ 2,250.0      
Business acquisition, share price (in usd per share) | $ / shares $ 40      
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Acquisitions - Schedule of Preliminary Allocation of the Purchase Price (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Apr. 29, 2025
Dec. 31, 2024
Assets:      
Goodwill $ 5,111.3   $ 1.2
Beacon Roofing Supply, Inc.      
Assets:      
Accounts receivable   $ 1,316.3  
Inventories   1,784.6  
Vendor rebates receivable   240.0  
Income tax receivable   19.9  
Prepaid expenses and other current assets   81.1  
Property and equipment   687.5  
Goodwill   5,111.2  
Intangibles   4,130.6  
Operating lease right-of-use assets   708.0  
Other non-current assets   17.5  
Liabilities:      
Accounts payable   (1,138.2)  
Accrued expenses   (527.0)  
Deferred income taxes   (910.3)  
Other long-term liabilities   (27.5)  
Operating lease liabilities   (668.2)  
Finance lease liabilities   (181.5)  
Preliminary aggregate acquisition consideration   $ 10,644.0  
v3.25.4
Acquisitions - Schedule of Acquired Finite-Lived Intangible Assets by Major Class (Details) - Beacon Roofing Supply, Inc.
$ in Millions
Apr. 29, 2025
USD ($)
Intangible Asset, Acquired, Finite-Lived [Line Items]  
Preliminary Fair Value $ 4,130.6
Weighted-Average Useful Life in Years 9 years 7 months 6 days
Customer relationships  
Intangible Asset, Acquired, Finite-Lived [Line Items]  
Preliminary Fair Value $ 3,900.6
Weighted-Average Useful Life in Years 10 years
Trade names  
Intangible Asset, Acquired, Finite-Lived [Line Items]  
Preliminary Fair Value $ 230.0
Weighted-Average Useful Life in Years 3 years
v3.25.4
Acquisitions - Schedule of Business Combination, Pro Forma Information (Details) - Beacon Roofing Supply, Inc. - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Business Combination [Line Items]    
Net sales $ 9,536.8 $ 9,820.1
Net loss $ (332.4) $ (215.9)
v3.25.4
Restructuring - Additional Information (Details)
$ in Millions
12 Months Ended
Dec. 31, 2025
USD ($)
Restructuring Cost and Reserve [Line Items]  
Restructuring charges $ 100.7
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration] Selling, general and administrative
Severance and Employee-related Costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges $ 54.6
Stock-Based Compensation Expense  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 41.1
Lease Abandonment Costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges $ 5.0
v3.25.4
Restructuring - Schedule of Change in the Severance and Employee-related Restructuring Charge Liability (Details)
$ in Millions
12 Months Ended
Dec. 31, 2025
USD ($)
Restructuring Reserve [Roll Forward]  
Restructuring charges $ 100.7
Severance and Employee-related Costs  
Restructuring Reserve [Roll Forward]  
Restructuring Reserve, Beginning Balance 0.0
Restructuring charges 54.6
Payments (28.4)
Non-cash settlement 0.0
Restructuring Reserve, Ending Balance 26.2
Lease Abandonment Costs  
Restructuring Reserve [Roll Forward]  
Restructuring Reserve, Beginning Balance 0.0
Restructuring charges 5.0
Payments 0.0
Non-cash settlement (5.0)
Restructuring Reserve, Ending Balance $ 0.0
v3.25.4
Segment Reporting and Geographic Information - Additional Information (Details)
12 Months Ended
Dec. 31, 2025
segment
Segment Reporting Information [Line Items]  
Number of reportable segments 1
Number of operating segments 1
UNITED STATES | Revenue Benchmark | Geographic Concentration Risk  
Segment Reporting Information [Line Items]  
Concentration risk, percentage 97.00%
UNITED STATES | Long Lived Assets Benchmark | Geographic Concentration Risk  
Segment Reporting Information [Line Items]  
Concentration risk, percentage 96.00%
v3.25.4
Segment Reporting and Geographic Information - Schedule of Segment Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Segment Reporting Information [Line Items]    
Total net sales $ 6,842.2 [1] $ 56.9
Cost of products sold 5,269.5 [1] 33.8
Selling, general administrative expenses 1,394.8 [1] 93.0
Stock-based compensation 144.5 34.4
Net (loss) income (279.4) [1],[2],[3] 28.0
Reportable Segment    
Segment Reporting Information [Line Items]    
Total net sales 6,842.2 56.9
Cost of products sold 5,269.5 33.8
Selling, general administrative expenses 1,250.3 58.6
Stock-based compensation 144.5 34.4
Other segment items 457.3 (97.9)
Net (loss) income (279.4) 28.0
Residential roofing products | Reportable Segment    
Segment Reporting Information [Line Items]    
Total net sales 3,307.1 0.0
Non-residential roofing products | Reportable Segment    
Segment Reporting Information [Line Items]    
Total net sales 1,883.9 0.0
Complementary building products | Reportable Segment    
Segment Reporting Information [Line Items]    
Total net sales 1,592.7 0.0
Software products and services | Reportable Segment    
Segment Reporting Information [Line Items]    
Total net sales $ 58.5 $ 56.9
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[2]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[3]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Equity - Additional Information (Details)
$ / shares in Units, $ in Millions
1 Months Ended 2 Months Ended 12 Months Ended
Jul. 15, 2026
USD ($)
$ / shares
shares
Jul. 24, 2025
USD ($)
shares
May 27, 2025
USD ($)
$ / shares
shares
May 23, 2025
USD ($)
May 05, 2025
USD ($)
shares
Apr. 29, 2025
USD ($)
$ / shares
shares
Jul. 25, 2024
$ / shares
shares
Jul. 19, 2024
$ / shares
shares
Jun. 06, 2024
USD ($)
$ / shares
shares
Jan. 31, 2026
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
$ / shares
shares
May 31, 2025
$ / shares
shares
Apr. 30, 2025
USD ($)
$ / shares
shares
Feb. 26, 2026
USD ($)
$ / shares
Dec. 31, 2025
USD ($)
$ / shares
shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Jan. 17, 2025
$ / shares
Jun. 05, 2024
shares
Capital Unit [Line Items]                                    
Preferred stock, par value (in usd per share)                 $ 0.001                  
Convertible preferred stock, shares issued upon conversion (in shares) | shares                 219,000,000.0                  
Preferred stock, conversion price (in usd per share)                 $ 4.566                  
Securities called by warrants (in shares) | shares                 219,000,000.0           219,000,000.0      
Common stock, issued (in shares) | shares                 700,000           674,500,000 409,400,000   5,300,000
Common stock, outstanding (in shares) | shares                 700,000           674,500,000 409,400,000   5,300,000
Common stock, par value (in dollars per share)                 $ 0.00001           $ 0.00001 $ 0.00001 $ 0.00001  
Preferred stock, liquidation purchase price per share (in usd per share)                 $ 1,000                  
Preferred stock, liquidation preference value | $                 $ 1,000.0                  
Preferred stock dividend rate (as percent)                 9.00%                  
Payment of preferred stock dividend | $                             $ 90.0 [1] $ 32.3    
Payment of dividends on Mandatory Convertible Preferred Stock | $                             $ 14.8 [1] $ 0.0    
Reverse stock split conversion ratio                 0.125                  
Warrants Exercise Price One                                    
Capital Unit [Line Items]                                    
Exercise price of warrants (in usd per share)                             $ 4.566      
Class of warrant or right, percentage of warrants authorized                             50.00%      
Warrants Exercise Price Two                                    
Capital Unit [Line Items]                                    
Exercise price of warrants (in usd per share)                             $ 6.849      
Class of warrant or right, percentage of warrants authorized                             25.00%      
Warrants Exercise Price Three                                    
Capital Unit [Line Items]                                    
Exercise price of warrants (in usd per share)                             $ 13.698      
Class of warrant or right, percentage of warrants authorized                             25.00%      
Subsequent Event                                    
Capital Unit [Line Items]                                    
Payment of preferred stock dividend | $                           $ 22.5        
Payment of dividends on Mandatory Convertible Preferred Stock | $                           $ (7.9)        
Convertible Preferred Stock                                    
Capital Unit [Line Items]                                    
Preferred stock, par value (in usd per share)                             $ 0.001 $ 0.001    
Issuance of stock, net of issuance costs (in shares) | shares                 1,000,000.0                  
Mandatory Convertible Preferred Stock                                    
Capital Unit [Line Items]                                    
Preferred stock, par value (in usd per share)                             $ 0.001 $ 0.001    
Preferred stock, mandatory conversion, minimum conversion rate per share (in usd shares)     $ 49.4740                              
Preferred stock, mandatory conversion of depository interest, minimum conversion rate per share (in usd shares)     $ 2.4737                              
Depository Shares                                    
Capital Unit [Line Items]                                    
Conversion of stock, shares converted (in shares) | shares     20                              
Series C Preferred Stock | Forecast                                    
Capital Unit [Line Items]                                    
Consideration received on transaction | $ $ 3,000.0                                  
Shares issued in transaction (in shares) | shares 300,000                                  
Sale of stock, par value (in usd per share) $ 0.001                                  
Sale of stock, funding purpose, minimum acquisition purchase price | $ $ 1,500.0                                  
Sale of stock, qualifying acquisition, initial commitment period extension (in months) 12 months                                  
Series C Preferred Stock | Subsequent Event                                    
Capital Unit [Line Items]                                    
Preferred stock, par value (in usd per share)                           $ 10,000        
Preferred stock, conversion price (in usd per share)                           $ 23.25        
Public Stock Offering                                    
Capital Unit [Line Items]                                    
Consideration received on transaction | $       $ 892.4         $ 1,000.0   $ 1,960.0   $ 487.7          
Shares issued in transaction (in shares) | shares                 1,000,000   89,900,000 48,500,000 37,700,000          
Sale of stock, price per share (in usd per share)                     $ 22.25 $ 16.50 $ 13.25          
Payments of stock issuance costs | $       $ 27.6             $ 37.8   $ 12.3          
Underwriters purchase option period                     30 days              
Public Stock Offering | Subsequent Event                                    
Capital Unit [Line Items]                                    
Consideration received on transaction | $                   $ 749.4                
Shares issued in transaction (in shares) | shares                   31,600,000                
Sale of stock, price per share (in usd per share)                   $ 23.80                
Payments of stock issuance costs | $                   $ 3.8                
Private Placement                                    
Capital Unit [Line Items]                                    
Consideration received on transaction | $           $ 823.8                        
Shares issued in transaction (in shares) | shares           67,500,000 67,800,000 340,900,000                    
Sale of stock, price per share (in usd per share)           $ 12.30 $ 9.14 $ 9.14                    
Payments of stock issuance costs | $           $ 6.8                        
Private Placement | Pre-funded Warrants                                    
Capital Unit [Line Items]                                    
Securities called by warrants (in shares) | shares               42,000,000.0                    
Exercise price of warrants (in usd per share)               $ 0.00001                    
Price of warrants (in usd per share)               $ 9.13999                    
Preferred Stock Offering | Mandatory Convertible Preferred Stock                                    
Capital Unit [Line Items]                                    
Consideration received on transaction | $     $ 558.1                              
Shares issued in transaction (in shares) | shares     11,500,000                              
Preferred stock, par value (in usd per share)     $ 0.001                              
Preferred stock, liquidation purchase price per share (in usd per share)     $ 1,000                              
Preferred stock dividend rate (as percent)     5.50%                              
Payments of stock issuance costs | $     $ 16.9                              
Preferred stock, depository shares issued, percentage interest per share     5.00%                              
Over-Allotment Option                                    
Capital Unit [Line Items]                                    
Consideration received on transaction | $   $ 38.1     $ 51.8                          
Shares issued in transaction (in shares) | shares   1,700,000     4,000,000.0             7,300,000 5,700,000          
Sale of stock, price per share (in usd per share)                     $ 22.25 $ 16.50 $ 13.25          
Underwriters purchase option period   30 days                                
Maximum additional shares issuable (in shares) | shares                     13,500,000              
Over-Allotment Option | Subsequent Event                                    
Capital Unit [Line Items]                                    
Shares issued in transaction (in shares) | shares                   4,700,000                
Sale of stock, price per share (in usd per share)                   $ 23.80                
Over-Allotment Option | Mandatory Convertible Preferred Stock                                    
Capital Unit [Line Items]                                    
Shares issued in transaction (in shares) | shares     1,500,000                              
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Equity - Schedule of Conversion Rate Per Share (Details) - Preferred Stock Offering
May 27, 2025
USD ($)
$ / shares
Mandatory Convertible Preferred Stock  
Capital Unit [Line Items]  
Preferred stock, mandatory conversion, market value of common stock (in usd per share) | $ / shares $ 16.50
Equity Conversion Threshold One | Mandatory Convertible Preferred Stock  
Capital Unit [Line Items]  
Preferred stock, mandatory conversion, market value of common stock (in usd per share) | $ / shares $ 20.2126
Preferred stock, convertible, conversion ratio 49.4740
Equity Conversion Threshold One | Depository Share of Mandatory Convertible Preferred Stock  
Capital Unit [Line Items]  
Preferred stock, convertible, conversion ratio 2.4737
Equity Conversion Threshold Two | Mandatory Convertible Preferred Stock | Minimum  
Capital Unit [Line Items]  
Preferred stock, convertible, conversion ratio 49.4740
Equity Conversion Threshold Two | Mandatory Convertible Preferred Stock | Maximum  
Capital Unit [Line Items]  
Preferred stock, convertible, conversion ratio 60.6060
Preferred stock, conversion ratio divisor | $ $ 1,000
Equity Conversion Threshold Two | Depository Share of Mandatory Convertible Preferred Stock | Minimum  
Capital Unit [Line Items]  
Preferred stock, convertible, conversion ratio 2.4737
Equity Conversion Threshold Two | Depository Share of Mandatory Convertible Preferred Stock | Maximum  
Capital Unit [Line Items]  
Preferred stock, convertible, conversion ratio 3.0303
Preferred stock, conversion ratio divisor | $ $ 50
Equity Conversion Threshold Three | Mandatory Convertible Preferred Stock  
Capital Unit [Line Items]  
Preferred stock, convertible, conversion ratio 60.6060
Equity Conversion Threshold Three | Depository Share of Mandatory Convertible Preferred Stock  
Capital Unit [Line Items]  
Preferred stock, convertible, conversion ratio 3.0303
v3.25.4
Earnings (Loss) Per Common Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Jun. 06, 2024
Basic and diluted earnings (loss) per common share computation:      
Net (loss) income $ (279.4) [1],[2],[3] $ 28.0  
Less: Convertible Preferred Stock dividend (90.0) (51.0)  
Less: Mandatory Convertible Preferred Stock dividend (18.9) 0.0  
Less: Undistributed earnings allocated to participating securities 0.0 0.0  
Net (loss) income attributable to common shareholders - Basic (388.3) (23.0)  
Net (loss) income attributable to common shareholders - Diluted $ (388.3) $ (23.0)  
Weighted-average common shares (in shares) 571.0 185.0  
Weighted average Pre-Funded Warrants (in shares) 42.0 19.0  
Total weighted-average common shares outstanding (in shares) 613.0 [2] 204.0  
Basic loss per common share (in usd per share) $ (0.63) [2] $ (0.11)  
Diluted loss per common share (in usd per share) $ (0.63) [2] $ (0.11)  
Preferred stock, par value (in usd per share)     $ 0.001
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[2]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[3]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Earnings Per Share - Additional (Details) - USD ($)
$ / shares in Units, $ in Millions
1 Months Ended
Jul. 15, 2026
May 23, 2025
Jun. 06, 2024
Jan. 31, 2026
Jun. 30, 2025
May 31, 2025
Apr. 30, 2025
Feb. 26, 2026
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]                
Preferred stock, par value (in usd per share)     $ 0.001          
Preferred stock, conversion price (in usd per share)     $ 4.566          
Series C Preferred Stock | Forecast                
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]                
Shares issued in transaction (in shares) 300,000              
Consideration received on transaction $ 3,000.0              
Public Stock Offering                
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]                
Shares issued in transaction (in shares)     1,000,000   89,900,000 48,500,000 37,700,000  
Consideration received on transaction   $ 892.4 $ 1,000.0   $ 1,960.0   $ 487.7  
Subsequent Event | Series C Preferred Stock                
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]                
Preferred stock, par value (in usd per share)               $ 10,000
Preferred stock, conversion price (in usd per share)               $ 23.25
Subsequent Event | Public Stock Offering                
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]                
Shares issued in transaction (in shares)       31,600,000        
Consideration received on transaction       $ 749.4        
v3.25.4
Earnings (Loss) Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
shares in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Total potential dilutive securities not included in loss per common share ( in shares) 496.9 459.9
Convertible Preferred Stock    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Total potential dilutive securities not included in loss per common share ( in shares) 219.0 219.0
Mandatory Convertible Preferred Stock    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Total potential dilutive securities not included in loss per common share ( in shares) 32.7 0.0
Warrants    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Total potential dilutive securities not included in loss per common share ( in shares) 219.0 219.0
Stock-based awards    
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]    
Total potential dilutive securities not included in loss per common share ( in shares) 26.2 21.9
v3.25.4
Stock-based Compensation - Additional Information (Details)
$ / shares in Units, $ in Millions
2 Months Ended 12 Months Ended
Apr. 29, 2025
USD ($)
tradingDay
shares
May 30, 2024
shares
Feb. 26, 2026
shares
Dec. 31, 2025
USD ($)
installment
$ / shares
shares
Jan. 01, 2026
shares
Apr. 28, 2025
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of shares authorized (in shares)   30,000,000        
Share-based compensation arrangement by share-based payment award, number of additional shares authorized, percentage of increase   0.03        
Non-qualified stock options exercised in period (in shares)       3,800,000    
Non-qualified stock options exercised in period, weighted average exercise price (in usd per share) | $ / shares       $ 5.02    
Subsequent Event            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of shares available for issuance (in shares)         62,000,000.0  
Converted Non-Qualified Stock Options            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Non-qualified stock options granted expiration period (in years)       10 years    
Number of annual installments | installment       3    
Vesting period (in years)       3 years    
Non-qualified stock options issued in period (in shares)       5,100,000    
Non-qualified stock options issued in period, weighted average exercise price (in usd per share) | $ / shares       $ 5.04    
RSUs            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized share-based compensation cost related to unvested awards | $       $ 148.0    
Unrecognized share-based compensation cost, period of recognition (in years)       3 years 4 months 24 days    
Share-based compensation arrangement by share-based payment award, equity instruments       6,700,000    
PRSUs            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized share-based compensation cost related to unvested awards | $       $ 103.4    
Unrecognized share-based compensation cost, period of recognition (in years)       2 years 9 months 18 days    
PRSUs | Subsequent Event            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share based compensation, awards with performance goals (in shares)     2,400,000      
Beacon Roofing Supply, Inc.            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of additional shares authorized (in shares)   21,500,000        
Equity award exchange ratio 9.8380          
Equity award exchange ratio, closing price calculation, number of shares (in shares) 1          
Trading days prior to the closing date | tradingDay 5          
Equity award exchange ratio, volume-weighted average closing sale price (in usd per share) | $ / shares           $ 12.64
Share-based compensation award, fair value of shares converted | $ $ 176.8          
Pre-combination award fair value | $ $ 87.5          
Post-combination award fair value | $       $ 89.3    
Post-combination award fair value, accelerated cost | $       59.3    
Beacon Roofing Supply, Inc. | Converted Restricted Stock Units            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized share-based compensation cost related to unvested awards | $       $ 23.9    
Unrecognized share-based compensation cost, period of recognition (in years)       1 year 3 months 18 days    
Beacon Roofing Supply, Inc. | Converted Non-Qualified Stock Options            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized share-based compensation cost related to unvested awards | $       $ 0.7    
Unrecognized share-based compensation cost, period of recognition (in years)       10 months 24 days    
2024 Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Common stock, capital shares reserved for future issuance (in shares)       35,200,000    
v3.25.4
Stock-based Compensation - Schedule of RSUs Award Activity (Details) - RSUs
shares in Millions
12 Months Ended
Dec. 31, 2025
$ / shares
shares
Number of RSUs  
Balance at beginning of period (in shares) 13.5
Granted (in shares) 1.8
Converted RSUs (in shares) 9.7
Vested (in shares) (6.7)
Forfeited (in shares) (2.2)
Balance at end of period (in shares) 16.1
Weighted-Average Grant Date Fair Value  
Balance at beginning of period (in usd per share) | $ / shares $ 11.57
Granted (in usd per share) | $ / shares 17.70
Converted RSUs (in usd per share) | $ / shares 13.23
Vested (in usd per share) | $ / shares 12.77
Forfeited (in usd per share) | $ / shares 12.12
Balance at end of period (in usd per share) | $ / shares $ 12.69
Awards vested but not legally settled (in shares) 2.0
v3.25.4
Stock-based Compensation - Schedule of Additional Information Regarding RSU (Details) - RSUs - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Weighted-average fair value per share of RSUs granted (in usd per share) $ 13.94 $ 11.57
Total grant date fair value of RSUs vested $ 86.0 $ 0.0
Total intrinsic value of RSUs released $ 122.7 $ 0.0
v3.25.4
Stock-based Compensation - Schedule of Market Based Conditions (Details) - PRSUs
12 Months Ended
Dec. 31, 2025
Below 55th Percentile  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Units Earned as a Percentage of Target 0.00%
55th Percentile  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Units Earned as a Percentage of Target 100.00%
65th Percentile  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Units Earned as a Percentage of Target 150.00%
75th Percentile  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Units Earned as a Percentage of Target 175.00%
80th Percentile  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Units Earned as a Percentage of Target 200.00%
90th Percentile  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Units Earned as a Percentage of Target 225.00%
v3.25.4
Stock-based Compensation - Schedule of PRSUs Award Activity (Details) - PRSUs
shares in Millions
12 Months Ended
Dec. 31, 2025
$ / shares
shares
Number of PRSUs  
Balance at beginning of period (in shares) | shares 8.4
Granted (in shares) | shares 0.4
Balance at end of period (in shares) | shares 8.8
Weighted-Average Grant Date Fair Value  
Balance at beginning of period (in usd per share) | $ / shares $ 20.24
Granted (in usd per share) | $ / shares 18.83
Balance at end of period (in usd per share) | $ / shares $ 20.17
v3.25.4
Stock-based Compensation - Schedule of Fair Value of the RSUs with a Performance-Based Vesting Condition Using a Monte Carlo Model (Details) - PRSUs - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Performance period 3 years 7 months 28 days 4 years 5 months 1 day
Risk-free interest rate 3.80% 4.00%
Expected volatility 42.30% 40.00%
Dividend yield $ 0 $ 0
v3.25.4
Stock-based Compensation - Schedule of Company recognized Share-based Compensation Expense (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense $ 144.5 $ 34.4
NSOs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense 8.5 0.0
RSUs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense 83.0 12.6
PRSUs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense $ 53.0 $ 21.8
v3.25.4
Debt - Schedule of Outstanding Debt (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Apr. 29, 2025
Dec. 31, 2024
Debt Instrument [Line Items]      
Principal Balance $ 3,100.0    
Carrying Value 3,057.3   $ 0.0
Fair Value 3,209.0    
Senior Secured Notes Due 2032 | Secured Debt      
Debt Instrument [Line Items]      
Principal Balance 2,250.0    
Carrying Value 2,229.5    
Fair Value $ 2,356.9    
Interest rate (as percent) 6.75% 6.75%  
Secured Debt | Term Loan Facility | Line of Credit      
Debt Instrument [Line Items]      
Principal Balance $ 850.0    
Carrying Value 827.8    
Fair Value $ 852.1    
Interest rate (as percent) 5.72%    
v3.25.4
Debt - Additional Information (Details) - USD ($)
12 Months Ended
Nov. 05, 2025
Nov. 04, 2025
May 29, 2025
Apr. 29, 2025
Dec. 31, 2025
Dec. 31, 2024
Debt Instrument [Line Items]            
Long-term debt         $ 3,057,300,000 $ 0
Loss on debt extinguishment         49,700,000 [1],[2] $ 0
Senior Secured Notes Due 2032 | Secured Debt            
Debt Instrument [Line Items]            
Long-term debt         $ 2,229,500,000  
Debt instrument, aggregate principal amount       $ 2,250,000,000    
Interest rate (as percent)       6.75% 6.75%  
Debt issuance costs       $ 22,200,000    
Debt instrument, unamortized debt issuance costs         $ 20,500,000  
Senior Secured Notes Due 2032 | Secured Debt | Debt Instrument, Redemption, Period One            
Debt Instrument [Line Items]            
Redemption price, percentage       100.00%    
Senior Secured Notes Due 2032 | Secured Debt | Debt Instrument, Redemption, Period Two            
Debt Instrument [Line Items]            
Redemption price, percentage       106.75%    
Percentage of principal amount redeemed       50.00%    
Senior Secured Notes Due 2032 | Secured Debt | Debt Instrument, Redemption, Period Three            
Debt Instrument [Line Items]            
Redemption price, percentage       103.00%    
Percentage of principal amount redeemed       10.00%    
Senior Secured Notes Due 2032 | Secured Debt | Debt Instrument, Redemption, Period Four            
Debt Instrument [Line Items]            
Redemption price, percentage       101.00%    
Term Loan Facility | Line of Credit | Secured Debt            
Debt Instrument [Line Items]            
Long-term debt         $ 827,800,000  
Debt instrument, aggregate principal amount       $ 2,250,000,000    
Interest rate (as percent)         5.72%  
Debt issuance costs $ 100,000   $ 31,700,000 50,900,000 $ 15,400,000  
Debt instrument, unamortized debt issuance costs     $ 14,000,000.0 $ 22,500,000 6,800,000  
Debt instrument, periodic payment, percent     1.00% 1.00%    
Debt instrument, premium repricing, period after transaction closing (in months)       6 months    
Debt instrument, premium repricing percentage       1.00%    
Debt instrument, original issue discount, percentage       1.00%    
Repayments of long-term debt     $ 1,400,000,000      
Loss on debt extinguishment 4,000,000.0   $ 45,700,000      
Unamortized original discount costs, writeoff 900,000          
Deferred debt issuance cost, writeoff 2,200,000          
Third-party fees, writeoff $ 900,000          
Term Loan Facility | Line of Credit | Secured Debt | Secured Overnight Financing Rate (SOFR)            
Debt Instrument [Line Items]            
Base rate borrowings 2.00% 3.00%        
Term Loan Facility | Line of Credit | Secured Debt | Base Rate            
Debt Instrument [Line Items]            
Base rate borrowings 1.00% 2.00%        
ABL Facility | Revolving Lines of Credit            
Debt Instrument [Line Items]            
Standby letters of credit outstanding         21,200,000  
ABL Facility | Line of Credit | Revolving Lines of Credit            
Debt Instrument [Line Items]            
Long-term debt         0  
Debt issuance costs       $ 18,800,000 16,300,000  
Line of credit facility, maximum borrowing capacity       $ 2,000,000,000.0    
Remaining borrowing capacity         $ 1,970,000,000  
Commitment fee percentage       0.20%    
Fixed charge coverage ratio       1.0    
Debt instrument, covenant, excess availability       $ 120,000,000    
Debt instrument, covenant, excess availability, percentage       10.00%    
ABL Facility | Line of Credit | Revolving Lines of Credit | Secured Overnight Financing Rate (SOFR)            
Debt Instrument [Line Items]            
Base rate borrowings       1.00%    
ABL Facility | Line of Credit | Revolving Lines of Credit | Base Rate            
Debt Instrument [Line Items]            
Base rate borrowings       1.00%    
ABL Facility | Line of Credit | Revolving Lines of Credit | Federal Funds Rate            
Debt Instrument [Line Items]            
Base rate borrowings       0.50%    
ABL Facility | Line of Credit | Revolving Lines of Credit | Interbank Offered Rate            
Debt Instrument [Line Items]            
Base rate borrowings       0.00%    
ABL Facility | Line of Credit | Revolving Lines of Credit | CORRA Rate            
Debt Instrument [Line Items]            
Base rate borrowings       1.00%    
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
[2]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Leases - Schedule of Components of Lease Costs (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Leases [Abstract]    
Operating lease costs $ 119.3 $ 0.3
Amortization of right-of-use assets 33.1 0.2
Interest on lease obligations 8.1 0.0
Variable lease costs 13.6 0.2
Total lease costs $ 174.1 $ 0.7
v3.25.4
Leases - Schedule of Supplemental Cash Flow Information Related to Operating and Finance leases (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Cash paid for amounts included in measurement of lease obligations:    
Operating cash outflows from operating leases $ 107.4 $ 0.3
Operating cash outflows from finance leases 8.0 0.0
Financing cash outflows from finance leases 30.3 0.2
Right-of-use assets obtained in exchange for new finance lease liabilities 34.5 0.1
Right-of-use assets obtained in exchange for new operating lease liabilities $ 29.2 $ 0.0
v3.25.4
Leases - Additional Information (Details)
Dec. 31, 2025
Leases [Abstract]  
Operating lease, weighted-average remaining lease term (in years) 6 years 1 month 6 days
Operating lease, weighted-average discount rate (as percent) 6.59%
Financing lease, weighted-average remaining lease term (in years) 4 years 2 months 12 days
Financing lease, weighted-average discount rate (as percent) 6.59%
v3.25.4
Leases - Schedule of Maturity of Lease Liabilities (Details)
$ in Millions
Dec. 31, 2025
USD ($)
Operating Leases  
2026 $ 148.0
2027 148.8
2028 131.2
2029 111.3
2030 89.9
Thereafter 190.8
Total future lease payments 820.0
Imputed interest (150.7)
Total lease liabilities 669.3
Finance Leases  
2026 60.1
2027 54.8
2028 43.6
2029 30.5
2030 18.9
Thereafter 6.3
Total future lease payments 214.2
Imputed interest (26.3)
Total lease liabilities $ 187.9
v3.25.4
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
(Loss) income before (benefit from) provision for income taxes    
U.S. $ (350,200) $ 50,800
Foreign 13,100 0
(Loss) income before (benefit from) provision for income taxes (337,100) [1] 50,800
(Benefit from) provision for income taxes    
U.S. federal 700 16,600
Foreign 3,400 0
U.S. state and local (800) 7,400
Total provision for current income taxes 3,300 24,000
(Benefit from) provision for deferred income taxes    
U.S. federal (52,700) (700)
Foreign 0 0
U.S. state and local (8,300) (500)
Total benefit from deferred income taxes (61,000) (1,200)
Total (benefit from) provision for income taxes    
U.S. federal (52,000) 15,900
Foreign 3,400 0
U.S. state and local (9,100) 6,900
Total (benefit from) provision for income taxes $ (57,700) [1] $ 22,800
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Amount    
U.S. federal statutory income tax rate $ (70,800)  
Section 162(m) limitation 19,600  
Non-taxable stock compensation (5,300)  
Non-deductible transaction costs 4,800  
Other 200  
Changes in valuation allowance (100)  
Other 2,100  
Domestic state and local income taxes, net of federal effect (8,900)  
Total (benefit from) provision for income taxes $ (57,700) [1] $ 22,800
Percent    
U.S. federal statutory income tax rate 21.00% 21.00%
Section 162(m) limitation (5.80%)  
Non-taxable stock compensation 1.60%  
Non-deductible transaction costs (1.40%)  
Other (0.10%)  
Changes in valuation allowance 0.00% (0.20%)
Other (0.60%)  
Domestic state and local income taxes, net of federal effect 2.60% 10.70%
Permanent items   13.50%
Return to provision for prior year   0.00%
Effective tax rate 17.10% 45.00%
Other foreign jurisdictions    
Amount    
Other foreign jurisdictions $ 700  
Percent    
Other foreign jurisdictions (0.20%)  
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.
v3.25.4
Income Taxes - Additional Information (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Apr. 30, 2025
Dec. 31, 2024
Effective Income Tax Rate Reconciliation [Line Items]      
U.S. federal net operating loss carryforwards $ 102.5   $ 3.4
State net operating loss carryforwards $ 5.5   0.0
Operating loss carryforward, expiration period 20 years    
Deferred tax liabilities, net $ 847.2    
Deferred tax liabilities, intangible assets 848.5   0.0
Total deferred tax assets $ 287.5   $ 2.8
Beacon      
Effective Income Tax Rate Reconciliation [Line Items]      
Deferred tax liabilities, net   $ 910.3  
Deferred tax liabilities, intangible assets   900.4  
Deferred tax liabilities, fixed assets   122.7  
Total deferred tax assets   $ 112.8  
v3.25.4
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2025
Dec. 31, 2024
Components of Deferred Tax Assets [Abstract]    
Lease liabilities $ 164.9 $ 0.0
Share-based payments 20.4 1.4
Accrued expenses 20.9 0.1
Inventory valuation 38.5 0.0
Allowance for credit losses 16.4 0.1
Net operating loss 25.9 0.7
Tax credit carryforwards 0.3 0.0
Intangible assets 0.0 0.5
Other 0.2 0.0
Total deferred tax assets 287.5 2.8
Components of Deferred Tax Liabilities [Abstract]    
Intangible assets (848.5) 0.0
Lease right-of-use assets (170.5) 0.0
Property and equipment (107.9) (0.1)
Financing (7.8) 0.0
Total deferred tax liabilities (1,134.7) (0.1)
Valuation allowance 0.0 (0.1)
Net deferred income tax (liabilities) assets $ (847.2)  
Net deferred income tax (liabilities) assets   $ 2.6
v3.25.4
Income Taxes - Schedule of Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Effective Income Tax Rate Reconciliation [Line Items]    
U.S. federal $ 22.0  
U.S. state and local 13.0  
Foreign    
Total income taxes paid, net of refunds 38.2 [1] $ 0.0
Connecticut    
Effective Income Tax Rate Reconciliation [Line Items]    
U.S. state and local 6.0  
Other    
Effective Income Tax Rate Reconciliation [Line Items]    
U.S. state and local 7.0  
Canada    
Foreign    
Canada $ 3.2  
[1]
(1) Results include Beacon’s operations from the date of acquisition on April 29, 2025 through December 31, 2025.