QXO, INC., 10-Q filed on 8/14/2025
Quarterly Report
v3.25.2
Cover - shares
 6 Months Ended
Jun. 30, 2025
Aug. 07, 2025
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 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 Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   673,556,656
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q2  
Document Fiscal Year 2025  
Entity CIK 0001236275  
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 $0.001 per share  
Trading Symbol QXO.PRB  
Security Exchange Name NYSE  
v3.25.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 2,278.5 $ 5,068.5
Accounts receivable, net 1,575.7 2.7
Inventories, net 1,849.6 0.0
Vendor rebates receivable 468.7 0.0
Income tax receivable 222.8 0.0
Prepaid expenses and other current assets 99.5 18.4
Total current assets 6,494.8 5,089.6
Property and equipment, net 696.3 0.4
Goodwill 5,137.9 1.2
Intangibles, net 4,003.8 4.0
Operating lease right-of-use assets, net 747.3 0.3
Deferred income tax assets, net 0.0 2.6
Other assets, net 34.1 0.2
Total assets 17,114.2 5,098.3
Current liabilities:    
Accounts payable 1,426.9 6.2
Accrued expenses 585.7 38.6
Current portion of operating lease liabilities 108.3 0.2
Current portion of finance lease liabilities 44.5 0.1
Total current liabilities 2,165.4 45.1
Borrowings under revolving lines of credit 199.9 0.0
Long-term debt, net 3,051.5 0.0
Deferred income tax liabilities, net 1,042.3 0.0
Operating lease liabilities 571.5 0.1
Finance lease liabilities 139.5 0.2
Other long-term liabilities 28.8 0.0
Total liabilities 7,198.9 45.4
Commitments and contingencies (Note 11)
Stockholders’ equity:    
Common stock, $0.00001 par value; authorized 2,000.0 shares; 671.6 and 409.4 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 0.0 0.0
Additional paid-in capital 8,965.8 4,560.5
Retained earnings (accumulated deficit) (104.1) (6.2)
Accumulated other comprehensive loss (3.1) 0.0
Total stockholders’ equity 9,915.3 5,052.9
Total liabilities and stockholders’ equity 17,114.2 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
v3.25.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
shares in Millions
Jun. 30, 2025
Dec. 31, 2024
Common stock, par value (in usd per share) $ 0.00001 $ 0.00001
Common stock, authorized (in shares) 2,000.0 2,000.0
Common stock, issued (in shares) 671.6 409.4
Common stock, outstanding (in shares) 671.6 409.4
Mandatory Convertible Preferred Stock    
Preferred stock, par value (in usd per share) $ 0.001 $ 0.001
Preferred stock, issued (in shares) 0.6 0.0
Preferred stock, outstanding (in shares) 0.6 0.0
Convertible Preferred Stock    
Preferred stock, par value (in usd per share) $ 0.001 $ 0.001
Preferred stock, issued (in shares) 1.0 1.0
Preferred stock, outstanding (in shares) 1.0 1.0
Preferred stock, authorized (in shares) 10.0 10.0
v3.25.2
Condensed Consolidated Statements of Operations - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Income Statement [Abstract]        
Net sales $ 1,906.4 $ 14.5 $ 1,919.8 $ 29.0
Cost of products sold 1,504.7 8.7 1,512.8 17.5
Gross profit 401.7 5.8 407.0 11.5
Operating expense:        
Selling, general and administrative 456.8 9.8 501.2 15.0
Depreciation 27.2 0.1 27.3 0.2
Amortization 79.8 0.2 80.0 0.4
Total operating expense 563.8 10.1 608.5 15.6
Loss from operations (162.1) (4.3) (201.5) (4.1)
Interest (expense) income, net (30.2) 3.5 26.4 3.4
Loss on debt extinguishment (45.7) 0.0 (45.7) 0.0
Other income, net 1.7 0.0 1.7 0.0
Loss before provision for income taxes (236.3) (0.8) (219.1) (0.7)
Benefit from income taxes (177.8) (0.2) (169.3) (0.2)
Net loss $ (58.5) $ (0.6) $ (49.8) $ (0.5)
Loss per common share - basic (in usd per share) $ (0.15) $ (9.93) $ (0.19) $ (9.72)
Loss per common share - diluted (in usd per share) $ (0.15) $ (9.93) $ (0.19) $ (9.72)
Total weighted-average common shares outstanding:        
Basic (in shares) 564.7 0.7 508.4 0.7
Diluted ( in shares) 564.7 0.7 508.4 0.7
v3.25.2
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Statement of Comprehensive Income [Abstract]        
Net loss $ (58.5) $ (0.6) $ (49.8) $ (0.5)
Other comprehensive loss:        
Foreign currency translation adjustment (3.1) 0.0 (3.1) 0.0
Total other comprehensive loss (3.1) 0.0 (3.1) 0.0
Comprehensive loss $ (61.6) $ (0.6) $ (52.9) $ (0.5)
v3.25.2
Condensed 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 Income (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)
Beginning Balance (in shares) at Dec. 31, 2023             0.0     0.0  
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)                
Net loss (0.5)     (0.5)              
Ending Balance (in shares) at Jun. 30, 2024             0.0     1.0  
Ending Balance (in shares) at Jun. 30, 2024   0.7                  
Ending balance at Jun. 30, 2024 971.2 $ 0.0 475.0 (2.4) 0.0   $ 0.0     $ 498.6  
Beginning Balance (in shares) at Mar. 31, 2024             0.0     0.0  
Beginning Balance (in shares) at Mar. 31, 2024   0.7                  
Beginning balance at Mar. 31, 2024 7.6 $ 0.0 9.4 (1.8) 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)                
Net loss (0.6)     (0.6)              
Ending Balance (in shares) at Jun. 30, 2024             0.0     1.0  
Ending Balance (in shares) at Jun. 30, 2024   0.7                  
Ending balance at Jun. 30, 2024 $ 971.2 $ 0.0 475.0 (2.4) 0.0   $ 0.0     $ 498.6  
Beginning Balance (in shares) at Jun. 05, 2024 5.3                    
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Issuance of stock, net of issuance costs (in shares)                 1.0    
Ending Balance (in shares) at Jun. 06, 2024 0.7                    
Beginning Balance (in shares) at Dec. 31, 2024           0.0 0.0   1.0 1.0  
Beginning Balance (in shares) at Dec. 31, 2024 409.4 409.4                  
Beginning balance at Dec. 31, 2024 $ 5,052.9 $ 0.0 4,560.5 (6.2) 0.0   $ 0.0     $ 498.6  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Convertible Preferred Stock dividend/Convertible Preferred Stock dividend           $ (3.1)   $ (3.1) $ (45.0)   $ (45.0)
Issuance of stock, net of issuance costs (in shares)   254.9       0.6          
Issuance of stock, net of issuance costs 4,218.4   4,218.4     $ 558.1          
Proceeds from stock option exercises (in shares)   2.9                  
Proceeds from stock option exercises 14.3   14.3                
Awards assumed in acquisition 87.5   87.5                
Vesting of stock-based compensation awards (in shares)   4.4                  
Vesting of stock-based compensation awards (0.1)   (0.1)                
Stock-based compensation 85.2   85.2                
Other comprehensive loss (3.1)       (3.1)            
Net loss $ (49.8)     (49.8)              
Ending Balance (in shares) at Jun. 30, 2025           0.6 0.6   1.0 1.0  
Ending Balance (in shares) at Jun. 30, 2025 671.6 671.6                  
Ending balance at Jun. 30, 2025 $ 9,915.3 $ 0.0 8,965.8 (104.1) (3.1)   $ 558.1     $ 498.6  
Beginning Balance (in shares) at Mar. 31, 2025             0.0     1.0  
Beginning Balance (in shares) at Mar. 31, 2025   409.4                  
Beginning balance at Mar. 31, 2025 5,059.3 $ 0.0 4,580.7 (20.0) 0.0   $ 0.0     $ 498.6  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Issuance of Convertible Preferred Stock and Warrants, net of issuance costs (in shares)             0.6        
Issuance of Convertible Preferred Stock and Warrants, net of issuance costs           $ 558.1 $ 558.1        
Convertible Preferred Stock dividend/Convertible Preferred Stock dividend           $ (3.1)   $ (3.1) $ (22.5)   $ (22.5)
Issuance of stock, net of issuance costs (in shares)   254.9                  
Issuance of stock, net of issuance costs 4,218.4   4,218.4                
Proceeds from stock option exercises (in shares)   2.9                  
Proceeds from stock option exercises 14.3   14.3                
Awards assumed in acquisition 87.5   87.5                
Vesting of stock-based compensation awards (in shares)   4.4                  
Vesting of stock-based compensation awards (0.1)   (0.1)                
Stock-based compensation 65.0   65.0                
Other comprehensive loss (3.1)       (3.1)            
Net loss $ (58.5)     (58.5)              
Ending Balance (in shares) at Jun. 30, 2025           0.6 0.6   1.0 1.0  
Ending Balance (in shares) at Jun. 30, 2025 671.6 671.6                  
Ending balance at Jun. 30, 2025 $ 9,915.3 $ 0.0 $ 8,965.8 $ (104.1) $ (3.1)   $ 558.1     $ 498.6  
v3.25.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Operating Activities    
Net loss $ (49.8) $ (0.5)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 27.3 0.2
Amortization 80.0 0.4
Stock-based compensation 85.2 0.0
Amortization of debt issuance costs 2.3 0.0
Loss on debt extinguishment 45.7 0.0
Provision for credit losses 2.7 0.0
Non-cash lease expense 27.9 0.1
Deferred income taxes 21.9 (0.2)
Changes in operating assets and liabilities:    
Accounts receivable (226.1) (0.1)
Inventories (15.6) 0.0
Vendor rebates receivable (228.5) 0.0
Income tax receivable (202.4) 0.0
Prepaid expenses and other current assets 1.1 (2.8)
Accounts payable and accrued expenses 312.1 2.5
Other assets and liabilities (21.5) (0.3)
Net cash used in operating activities (137.7) (0.7)
Investing Activities    
Capital expenditures (19.7) (0.1)
Acquisition of business, net of cash acquired (10,556.5) 0.0
Other 0.8 0.0
Net cash used in investing activities (10,575.4) (0.1)
Financing Activities    
Borrowings under revolving lines of credit 422.6 0.0
Payments under revolving lines of credit (223.0) 0.0
Borrowings under term loan 2,250.0 0.0
Payments under term loan (1,400.0) 0.0
Borrowings under senior notes 2,250.0 0.0
Payment of debt issuance costs (114.4) 0.0
Payment of other debt 0.0 (0.3)
Payments under equipment financing facilities and finance leases (7.2) (0.1)
Proceeds from issuance of common stock related to equity awards 14.3 0.0
Proceeds from issuance of common stock, net of issuance costs 4,218.4 0.0
Proceeds from issuance of mandatory convertible preferred stock, net of issuance costs 558.1 0.0
Proceeds from issuance of convertible preferred stock and warrants, net of issuance costs 0.0 983.7
Payment of taxes related to net share settlement of equity awards (0.1) 0.0
Payment of common-stock dividend 0.0 (17.4)
Payment of dividends on convertible preferred stock (45.0) 0.0
Net cash provided by financing activities 7,923.7 965.9
Effect of exchange rate changes on cash, cash equivalents and restricted cash (0.3) 0.0
Net (decrease) increase in cash, cash equivalents and restricted cash (2,789.7) 965.1
Cash, cash equivalents and restricted cash, beginning of period 5,072.0 6.2
Cash, cash equivalents and restricted cash, end of period 2,282.3 971.3
Cash paid during the period for:    
Interest 22.5 0.0
Income taxes, net of refunds $ 35.1 $ 0.0
v3.25.2
Description of Business
 6 Months Ended
Jun. 30, 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.
v3.25.2
Basis of Presentation and Significant Accounting Policies
 6 Months Ended
Jun. 30, 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 unaudited condensed consolidated financial statements contain all adjustments necessary to state fairly the financial position of the Company as of June 30, 2025 and December 31, 2024, the results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024 in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and consequently have been condensed and do not include all required disclosures in an Annual Report on Form 10-K. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 4, 2025. 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. The predecessor financial statements are included as Exhibit 99.1 to this Quarterly Report.
Reclassifications
The Company has reclassified certain prior period amounts to conform with the current period presentation in the unaudited condensed 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 unaudited condensed consolidated balance sheets related to deferred revenue, which is now presented within accrued expenses.
Use of Estimates
The preparation of unaudited 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 unaudited condensed 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, recoverability of goodwill and intangibles, income taxes, and vendor rebates receivable. Actual results could differ from those estimates.
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)June 30,
2025		December 31,
2024
Cash and cash equivalents$2,278.5 $5,068.5 
Restricted cash included in prepaid expenses and other current assets
3.8 3.5 
Total cash, cash equivalents and restricted cash$2,282.3 $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.
The following table represents the roll-forward of the allowance for expected credit losses for the six months ended June 30, 2025 and the year ended December 31, 2024:
(in millions)June 30,
2025		December 31,
2024
Balance at beginning of period$0.5 $0.5 
Current period provision for expected credit losses
2.7 — 
Recoveries
0.1 — 
Balance at end of period$3.3 $0.5 
Inventories
The Company’s inventories primarily represent finished goods, consisting of products available for sale. The Company’s inventories 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 condensed 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
June 30,
2025		December 31,
2024
(in millions)
Equipment$253.3 $4.0 
Finance lease assets190.5 — 
Leasehold improvements118.0 0.1 
Furniture and fixtures27.7 0.2 
Software29.1 — 
Land and buildings59.4 — 
Fixed assets in progress40.0 — 
Total property and equipment718.0 4.3 
Accumulated depreciation(21.7)(3.9)
Total property and equipment, net$696.3 $0.4 
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 six months ended June 30, 2025:
(in millions)
June 30,
2025
Balance at beginning of period$1.2 
Acquisitions5,138.6 
Translation and other adjustments(1.9)
Balance at end of period$5,137.9 
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 Life1 (Years)
(in millions, except time periods)
June 30,
2025		December 31,
2024
Amortizable intangible assets:
Customer relationships and other
$3,860.7 $9.4 9.8
Trade names
229.9 — 2.8
Total amortizable intangible assets
4,090.6 9.4 9.4
Accumulated amortization(87.5)(5.4)
Total amortizable intangible assets, net
$4,003.1 $4.0 
Indefinite-lived domain names
0.7 — 
Total intangibles, net$4,003.8 $4.0 
(1) As of June 30, 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)
2025 (July - December)$231.3 
2026462.6 
2027462.6 
2028410.5 
2029385.3 
Thereafter2,050.8 
Total future amortization expense$4,003.1 
Accrued Expenses
The following table presents the components of accrued expenses:
As of
(in millions)June 30,
2025		December 31,
2024
Inventory$228.0 $— 
Selling, general and administrative132.1 — 
Payroll and employee benefit costs108.8 8.1 
Customer rebates80.0 — 
Interest expense27.2 — 
Income taxes— 24.0 
Other9.6 6.5 
Total accrued expenses$585.7 $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. In connection with the Beacon Acquisition, the Company recognized $28.4 million of asset retirement obligations, which are included in other long-term liabilities on the condensed consolidated balance sheet.
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.
Additionally, the Company has a free-standing interest rate swap that was acquired in the Beacon Acquisition. The fair value of the free-standing interest rate swap is determined through the use of a pricing model, which utilizes verifiable inputs such as market interest rates that are observable at commonly quoted intervals (generally referred to as the “forward curve”) for the full term of the agreement and is classified as Level 2 in the fair value hierarchy. As of June 30, 2025, the fair value of the interest rate swap was $4.5 million. The free-standing interest rate swap is included in prepaid expenses and other current assets when in an asset position or accrued expenses when in a liability position on the condensed consolidated balance sheets. The amount of gain (loss) on the change in fair value of the free-standing interest rate swap is recognized in interest (expense) income, net, on the condensed consolidated statements of operations.
Net Sales
The Company records net sales when performance obligations with the customer are satisfied. All contracts have a single performance obligation as the promise to transfer the individual good is not separately identifiable from other promises and is, therefore, not distinct. Performance obligations are satisfied at a point in time and net sales are recognized when title and risk of loss are transferred to the customer.
The Company enters into agreements with customers to offer rebates, generally based on achievement of specified sales levels and various marketing allowances that are common industry practice. Reductions to net sales for customer programs and incentive offerings, including promotions and other volume-based incentives, are estimated using the most likely amount method and recorded in the period in which they are earned. Provisions for early payment discounts are accrued in the same period in which the sale occurs. The Company does not provide extended payment terms and payment is due shortly after the transfer of control of the products to the customer. Commissions to internal sales teams are paid to obtain contracts. As these contracts are less than one year, these costs are expensed as incurred.
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 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 Income (Expense), Net
The following table presents the components of interest income (expense), net:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Interest income$22.3 $3.5 $78.9 $3.5 
Interest expense
(52.5)— (52.5)(0.1)
Interest (expense) income, net
$(30.2)$3.5 $26.4 $3.4 
Recent Accounting Pronouncements — Not Yet Adopted
In December 2023, the 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 and is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
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.
v3.25.2
Acquisition
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition Acquisition
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 is 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 Quarterly 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. The predecessor financial statements are included as Exhibit 99.1 to this Quarterly Report.
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:
(in millions)
Preliminary
April 29, 2025
Assets:
Accounts receivable
$1,349.3 
Inventories
1,833.2 
Vendor rebates receivable
240.1 
Income tax receivable
20.1 
Prepaid expenses and other current assets82.3 
Property and equipment
695.2 
Goodwill5,138.6 
Intangibles
4,080.6 
Operating lease right-of-use assets
744.2 
Other non-current assets
18.7 
Liabilities:
Accounts payable(1,163.6)
Accrued expenses(488.5)
Deferred incomes taxes
(1,022.8)
Other long-term liabilities(31.3)
Operating lease liabilities(670.6)
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
$3,850.6 10.0
Trade names
230.03.0
Total intangible assets acquired
$4,080.6 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.
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, attrition rates, 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-related costs of $65.0 million and $74.8 million during the three and six months ended June 30, 2025, respectively. These costs were associated with legal and professional services and were recognized in selling, general and administrative expenses on the condensed consolidated statement 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 Shares) 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 income (loss):
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Net sales
$2,693.2 $2,689.1 $4,614.4 $4,616.0 
Net income (loss)
$(9.2)$24.4 $(144.0)$(263.1)
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.
v3.25.2
Restructuring
 6 Months Ended
Jun. 30, 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 $72.8 million in pre-tax restructuring charges, comprised of $35.3 million of severance and employee-related costs associated with corporate workforce optimization and a $37.5 million stock-based compensation charge associated with the impacted employees. These restructuring charges are reflected in selling, general and administrative expenses on the condensed consolidated statements of operations for the three and six months ended June 30, 2025, respectively. The severance and employee-related costs were recorded in accrued expenses, while the stock-based compensation charge was reflected as an adjustment to common stock and additional paid-in capital on the condensed consolidated balance sheets. The restructuring charge liability is expected to be paid in full by June 2026.
The following table shows the change in the severance and employee-related restructuring charge liability during the six months ended June 30, 2025:
June 30,
2025
(in millions)
Restructuring charge liability, beginning of the period$— 
Restructuring charges35.3
Payments(4.4)
Restructuring charge liability, end of the period$30.9 
Severance and employee-related costs consist primarily of salary continuation benefits, prorated annual incentive compensation, continuation of health care benefits and outplacement services. 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.
v3.25.2
Segment Reporting and Geographic Information
 6 Months Ended
Jun. 30, 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 condensed consolidated statements of operations as net income (loss). The measure of segment assets is reported on the condensed 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 condensed consolidated statements of operations.
The following table presents information regarding the components of revenue, significant segment expenses and consolidated net income (loss) representative of the significant categories regularly provided to the CODM when managing the Company’s one operating segment:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Net sales:
Residential roofing products$929.8 $— $929.8 $— 
Non-residential roofing products535.5 — 535.5 — 
Complementary building products426.1 — 426.1 — 
Software products and services15.0 14.5 28.4 29.0 
Total net sales$1,906.4 $14.5 $1,919.8 $29.0 
Less:
Cost of products sold$1,504.7 $8.7 $1,512.8 $17.5 
Selling, general administrative expenses(1)
391.8 9.8 416.0 15.0 
Stock-based compensation65.0 — 85.2 — 
Other segment items3.4 (3.4)(44.4)(3.0)
Net loss
$(58.5)$(0.6)$(49.8)$(0.5)
(1) Excludes stock-based compensation.
Geographic Information
Net sales in the U.S. accounted for approximately 97% of total net sales for the three and six months ended June 30, 2025, and approximately 97% of the Company’s long-lived assets were in the U.S. as of June 30, 2025. All of the Company’s net sales were derived from the U.S. for the three and six months ended June 30, 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.
v3.25.2
Equity
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Equity Equity
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 three and six months ended June 30, 2025, the Company paid $22.5 million and $45.0 million, respectively, of dividends to holders of Convertible Preferred Stock. Subsequent to the close of the quarter ended June 30, 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 estimated 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.
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 $487.9 million in net proceeds from the equity offering, after deducting offering costs of $12.1 million. The Company also granted the underwriters in the public offering an 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.
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 an 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 $892.5 million in net proceeds from the equity offering, after deducting offering costs of $27.5 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 $37.6 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 an additional $38.2 million of net proceeds. The remaining option to purchase additional shares expired unexercised at the end of the 30-day period.
v3.25.2
Earnings (Loss) Per Common Share
 6 Months Ended
Jun. 30, 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)
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Basic and diluted earnings (loss) per common share computation:
Net loss$(58.5)$(0.6)$(49.8)$(0.5)
Less: Convertible Preferred Stock dividend
(22.5)(6.0)(45.0)(6.0)
Less: Mandatory Convertible Preferred Stock dividend
(3.1)— (3.1)— 
Less: Undistributed earnings allocated to participating securities— — — — 
Net loss attributable to common shareholders$(84.1)$(6.6)$(97.9)$(6.5)
Weighted-average common shares522.7 0.7 466.4 0.7 
Weighted average Pre-Funded Warrants
42.0 — 42.0 — 
Total weighted-average common shares outstanding564.7 0.7 508.4 0.7 
Basic and diluted loss per common share
$(0.15)$(9.93)$(0.19)$(9.72)
The following table includes the number of shares that may be dilutive common shares in the future. These shares were not included in the computation of diluted net income (loss) per common share because the effect was either anti-dilutive or the requisite performance conditions were not met:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Convertible Preferred Stock
219.0 219.0 219.0 219.0 
Mandatory Convertible Preferred Stock
34.8 — 34.8 — 
Warrants
219.0 219.0 219.0 219.0 
Stock-based awards
30.1 — 30.1 — 
Total potential dilutive securities not included in loss per common share
502.9 438.0 502.9 438.0 
v3.25.2
Stock-based Compensation
 6 Months Ended
Jun. 30, 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 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 2024 Plan provides that the Plan Share Limit shall automatically increase on January 2 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 Compensation and Talent Committee took no action to alter the automatic increase effective January 1, 2025 in the Plan Share Limit under the 2024 Plan. The automatic renewal increased the Plan Share Limit to 27.0 million shares for fiscal 2025.
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 June 30, 2025, there were 33.1 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 $37.5 million was accelerated and recognized during the quarter. As of June 30, 2025, the future unrecognized stock-based compensation expense related to the outstanding Converted RSUs was $42.5 million, which will be recognized over a remaining service period of 1.5 years. As of June 30, 2025, the future unrecognized stock-based compensation expense related to the outstanding Converted NSOs was $1.7 million, which will be recognized over a remaining service period of 1.1 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 six months ended June 30, 2025, the Company issued 5.1 million of Converted NSOs with a weighted average exercise price of $5.04, of which 2.9 million were exercised during the period at a weighted average exercise price of $4.97.
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 six months ended June 30, 2025:
(in millions, except for weighted average grant date fair value)
Number of RSUsWeighted Average Grant Date Fair Value
Balance at beginning of period13.5 $11.57 
Granted 0.7 $12.23 
Converted RSUs
9.7 $13.23 
Vested
(4.4)$13.20 
Forfeited(0.3)$11.98 
Balance at end of period19.2 $12.06 
The following table summarizes additional information regarding RSUs:
Six Months Ended June 30,
2025
Weighted-average fair value per share of RSUs granted and converted
$13.16 
Total grant date fair value of RSUs vested$58.1 
Total intrinsic value of RSUs released$73.0 
There were no RSUs granted or vested during the six months ended June 30, 2024. As of June 30, 2025, total unrecognized stock-based compensation expense related to unvested RSUs was $176.9 million and is expected to be recognized over a weighted-average period of 3.7 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 six months ended June 30, 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 0.3 15.06 
Balance at end of period8.7 $20.08 
As of June 30, 2025, total unrecognized stock-based compensation expense related to unvested PRSUs was $126.6 million and is expected to be recognized over a weighted-average period of 3.2 years.
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 assumptions were used in the Monte Carlo model in determining the fair value of PRSUs granted during the six months ended June 30, 2025:
Performance period
3.70 years
Weighted-average risk-free interest rate3.8 %
Weighted-average expected volatility43.0 %
Weighted-average 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 after required tax withholdings. 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 condensed consolidated statements of operations. The Company recognized stock-based compensation expense as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
NSOs
$7.8 $— $7.8 $— 
RSUs
44.0 — 51.6 — 
PRSUs
13.2 — 25.8 — 
Total stock-based compensation expense
$65.0 $— $85.2 $— 
v3.25.2
Debt
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt Debt
The following table summarizes all outstanding debt:
As of
June 30, 2025
(in millions)Principal BalanceCarrying Value
Fair Value
Revolving Lines of Credit
ABL Facility(1)
$199.9 $199.9 $199.9 
Borrowings under revolving lines of credit$199.9 $199.9 $199.9 
Long-term Debt, net
Term Loan Facility(2)
$850.0 $823.2 $855.3 
Notes(3)
2,250.0 2,228.3 2,323.1 
Long-term debt, net$3,100.0 $3,051.5 $3,178.4 
(1) Effective rate on borrowings of 5.46% as of June 30, 2025.
(2) Interest rate of 7.30% as of June 30, 2025.
(3) Interest rate of 6.75% as of June 30, 2025.
The Company did not have any outstanding debt as of December 31, 2024.
As of June 30, 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. The fair value of QXO Building Products’ ABL Facility approximated its carrying value and is primarily based upon observable market data, such as market interest rates, for similar debt.
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 June 30, 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 June 30, 2025, the outstanding balance on the Notes, net of $21.7 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 June 30, 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 and $31.7 million of unamortized debt issuance costs related to the Term Loan Facility, which were separately recognized on the condensed consolidated statements of operations.
As of June 30, 2025, the outstanding balance on the Term Loan Facility, net of $8.2 million of unamortized OID costs and $18.6 million of unamortized debt issuance costs, was $823.2 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” and, together with the Term Loan Facility, the “Credit Facilities”), 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 June 30, 2025, the Borrower had $1.78 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 (b) 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 (y) 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, in each case plus an applicable margin based on excess availability set forth in the ABL Credit Agreement. The Borrower is also required to a pay 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. As of June 30, 2025, the Borrower and its restricted subsidiaries were in compliance with these covenants.
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.
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, on the condensed consolidated balance sheets. As of June 30, 2025, there were $18.2 million of unamortized debt issuance costs related to the ABL Facility.
As of June 30, 2025, the outstanding balance on the ABL Facility was $199.9 million. The Borrower and its restricted subsidiaries also had $17.5 million in outstanding standby letters of credit issued under the ABL Facility as of June 30, 2025.
Other Information
As of June 30, 2025, principal payments on outstanding debt mature after December 31, 2029.
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.
v3.25.2
Leases
 6 Months Ended
Jun. 30, 2025
Leases [Abstract]  
Leases Leases
The Company primarily operates in leased facilities, which are accounted for as operating leases. The real estate leases expire between 2025 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 2025 and 2032.
The following table presents components of lease costs recognized in the condensed consolidated statements of operations:
 Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Operating lease costs$28.4 $0.1 $29.4 $0.1 
Finance lease costs:
Amortization of right-of-use assets7.7 — 7.7 0.1 
Interest on lease obligations2.0 — 2.0 — 
Variable lease costs3.2 — 3.2 — 
Total lease costs$41.3 $0.1 $42.3 $0.2 
The following table presents supplemental cash flow information related to the Company’s leases:
 Six Months Ended June 30,
(in millions)
20252024
Cash paid for amounts included in measurement of lease obligations:
Operating cash outflows from operating leases$26.4 $0.1 
Operating cash outflows from finance leases$2.0 $— 
Financing cash outflows from finance leases$7.2 $0.1 
Right-of-use assets obtained in exchange for new finance lease liabilities$9.3 $— 
Right-of-use assets obtained in exchange for new operating lease liabilities$12.3 $— 
As of June 30, 2025, the Company’s operating leases had a weighted-average remaining lease term of 6.3 years and a weighted-average discount rate of 6.26%, and the Company’s finance leases had a weighted-average remaining lease term of 4.4 years and a weighted-average discount rate of 6.50%.
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
2025 (July - December)$67.4 $27.5 
2026155.3 54.3 
2027138.8 49.3 
2028120.8 38.0 
2029100.7 25.0 
Thereafter249.2 17.2 
Total future lease payments832.2 211.3 
Imputed interest(152.4)(27.3)
Total lease liabilities$679.8 $184.0 
Leases Leases
The Company primarily operates in leased facilities, which are accounted for as operating leases. The real estate leases expire between 2025 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 2025 and 2032.
The following table presents components of lease costs recognized in the condensed consolidated statements of operations:
 Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Operating lease costs$28.4 $0.1 $29.4 $0.1 
Finance lease costs:
Amortization of right-of-use assets7.7 — 7.7 0.1 
Interest on lease obligations2.0 — 2.0 — 
Variable lease costs3.2 — 3.2 — 
Total lease costs$41.3 $0.1 $42.3 $0.2 
The following table presents supplemental cash flow information related to the Company’s leases:
 Six Months Ended June 30,
(in millions)
20252024
Cash paid for amounts included in measurement of lease obligations:
Operating cash outflows from operating leases$26.4 $0.1 
Operating cash outflows from finance leases$2.0 $— 
Financing cash outflows from finance leases$7.2 $0.1 
Right-of-use assets obtained in exchange for new finance lease liabilities$9.3 $— 
Right-of-use assets obtained in exchange for new operating lease liabilities$12.3 $— 
As of June 30, 2025, the Company’s operating leases had a weighted-average remaining lease term of 6.3 years and a weighted-average discount rate of 6.26%, and the Company’s finance leases had a weighted-average remaining lease term of 4.4 years and a weighted-average discount rate of 6.50%.
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
2025 (July - December)$67.4 $27.5 
2026155.3 54.3 
2027138.8 49.3 
2028120.8 38.0 
2029100.7 25.0 
Thereafter249.2 17.2 
Total future lease payments832.2 211.3 
Imputed interest(152.4)(27.3)
Total lease liabilities$679.8 $184.0 
v3.25.2
Commitments and Contingencies
 6 Months Ended
Jun. 30, 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.
In addition, the Company has received certain demand letters from stockholders pertaining to disclosures made by the Company in connection with the Beacon Acquisition, which the Company does not believe are material, individually or in the aggregate.
v3.25.2
Income Taxes
 6 Months Ended
Jun. 30, 2025
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company’s interim provision for income taxes is determined based on its annual estimated effective tax rate, applied to the actual year-to-date income, and adjusted for the tax effects of any discrete items. The Company’s effective tax rates for the three and six months ended June 30, 2025, excluding discrete items, were 72.7% and 74.5%, respectively. The Company’s effective tax rates for the three and six months ended June 30, 2024 were 28.9% and 27.3%, respectively. The Company’s effective tax rates for the three and six months ended June 30, 2025 and 2024 were based on the U.S. federal statutory tax rate of 21% and state jurisdictional income tax rates, adjusted for permanent items including compensation above $1 million, inclusive of equity awards, paid to covered employees under Internal Revenue Code Section 162(m) and non-deductible transaction costs due to the Beacon Acquisition.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. The OBBBA includes provisions that include the restoration of favorable tax treatment for certain business provisions, the permanent extension of expiring provisions of the Tax Cuts and Jobs Act and modifications to the international tax framework. There are multiple effective dates beginning in 2025 through 2027. The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements.
v3.25.2
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 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
v3.25.2
Basis of Presentation and Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2025
Accounting Policies [Abstract]  
Basis of Presentation The accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to state fairly the financial position of the Company as of June 30, 2025 and December 31, 2024, the results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024 in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and consequently have been condensed and do not include all required disclosures in an Annual Report on Form 10-K. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 4, 2025.
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 unaudited condensed 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 unaudited condensed consolidated balance sheets related to deferred revenue, which is now presented within accrued expenses.
Use of Estimates
The preparation of unaudited 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 unaudited condensed 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, recoverability of goodwill and intangibles, income taxes, and vendor rebates receivable. Actual results could differ from those estimates.
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.
Inventories
The Company’s inventories primarily represent finished goods, consisting of products available for sale. The Company’s inventories 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 condensed 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.
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. In connection with the Beacon Acquisition, the Company recognized $28.4 million of asset retirement obligations, which are included in other long-term liabilities on the condensed consolidated balance sheet.
Financial Instruments
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.
Additionally, the Company has a free-standing interest rate swap that was acquired in the Beacon Acquisition. The fair value of the free-standing interest rate swap is determined through the use of a pricing model, which utilizes verifiable inputs such as market interest rates that are observable at commonly quoted intervals (generally referred to as the “forward curve”) for the full term of the agreement and is classified as Level 2 in the fair value hierarchy. As of June 30, 2025, the fair value of the interest rate swap was $4.5 million. The free-standing interest rate swap is included in prepaid expenses and other current assets when in an asset position or accrued expenses when in a liability position on the condensed consolidated balance sheets. The amount of gain (loss) on the change in fair value of the free-standing interest rate swap is recognized in interest (expense) income, net, on the condensed consolidated statements of operations.
Net Sales
Net Sales
The Company records net sales when performance obligations with the customer are satisfied. All contracts have a single performance obligation as the promise to transfer the individual good is not separately identifiable from other promises and is, therefore, not distinct. Performance obligations are satisfied at a point in time and net sales are recognized when title and risk of loss are transferred to the customer.
The Company enters into agreements with customers to offer rebates, generally based on achievement of specified sales levels and various marketing allowances that are common industry practice. Reductions to net sales for customer programs and incentive offerings, including promotions and other volume-based incentives, are estimated using the most likely amount method and recorded in the period in which they are earned. Provisions for early payment discounts are accrued in the same period in which the sale occurs. The Company does not provide extended payment terms and payment is due shortly after the transfer of control of the products to the customer. Commissions to internal sales teams are paid to obtain contracts. As these contracts are less than one year, these costs are expensed as incurred.
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 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.
Recent Accounting Pronouncements — Not Yet Adopted
Recent Accounting Pronouncements — Not Yet Adopted
In December 2023, the 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 and is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
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.
v3.25.2
Basis of Presentation and Significant Accounting Policies (Tables)
 6 Months Ended
Jun. 30, 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)June 30,
2025		December 31,
2024
Cash and cash equivalents$2,278.5 $5,068.5 
Restricted cash included in prepaid expenses and other current assets
3.8 3.5 
Total cash, cash equivalents and restricted cash$2,282.3 $5,072.0 
Schedule of Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash:
As of
(in millions)June 30,
2025		December 31,
2024
Cash and cash equivalents$2,278.5 $5,068.5 
Restricted cash included in prepaid expenses and other current assets
3.8 3.5 
Total cash, cash equivalents and restricted cash$2,282.3 $5,072.0 
Schedule of Allowance for Expected Credit Losses
The following table represents the roll-forward of the allowance for expected credit losses for the six months ended June 30, 2025 and the year ended December 31, 2024:
(in millions)June 30,
2025		December 31,
2024
Balance at beginning of period$0.5 $0.5 
Current period provision for expected credit losses
2.7 — 
Recoveries
0.1 — 
Balance at end of period$3.3 $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
June 30,
2025		December 31,
2024
(in millions)
Equipment$253.3 $4.0 
Finance lease assets190.5 — 
Leasehold improvements118.0 0.1 
Furniture and fixtures27.7 0.2 
Software29.1 — 
Land and buildings59.4 — 
Fixed assets in progress40.0 — 
Total property and equipment718.0 4.3 
Accumulated depreciation(21.7)(3.9)
Total property and equipment, net$696.3 $0.4 
Schedule of Changes in Goodwill
The following table sets forth the change in the carrying amount of goodwill during the six months ended June 30, 2025:
(in millions)
June 30,
2025
Balance at beginning of period$1.2 
Acquisitions5,138.6 
Translation and other adjustments(1.9)
Balance at end of period$5,137.9 
Schedule of Finite-Lived Intangible Assets
The following table summarizes intangible assets by category:
As of
Weighted-Average Remaining Life1 (Years)
(in millions, except time periods)
June 30,
2025		December 31,
2024
Amortizable intangible assets:
Customer relationships and other
$3,860.7 $9.4 9.8
Trade names
229.9 — 2.8
Total amortizable intangible assets
4,090.6 9.4 9.4
Accumulated amortization(87.5)(5.4)
Total amortizable intangible assets, net
$4,003.1 $4.0 
Indefinite-lived domain names
0.7 — 
Total intangibles, net$4,003.8 $4.0 
(1) As of June 30, 2025.
Schedule of Indefinite-Lived Intangible Assets
The following table summarizes intangible assets by category:
As of
Weighted-Average Remaining Life1 (Years)
(in millions, except time periods)
June 30,
2025		December 31,
2024
Amortizable intangible assets:
Customer relationships and other
$3,860.7 $9.4 9.8
Trade names
229.9 — 2.8
Total amortizable intangible assets
4,090.6 9.4 9.4
Accumulated amortization(87.5)(5.4)
Total amortizable intangible assets, net
$4,003.1 $4.0 
Indefinite-lived domain names
0.7 — 
Total intangibles, net$4,003.8 $4.0 
(1) As of June 30, 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)
2025 (July - December)$231.3 
2026462.6 
2027462.6 
2028410.5 
2029385.3 
Thereafter2,050.8 
Total future amortization expense$4,003.1 
Schedule of Accrued Liabilities
The following table presents the components of accrued expenses:
As of
(in millions)June 30,
2025		December 31,
2024
Inventory$228.0 $— 
Selling, general and administrative132.1 — 
Payroll and employee benefit costs108.8 8.1 
Customer rebates80.0 — 
Interest expense27.2 — 
Income taxes— 24.0 
Other9.6 6.5 
Total accrued expenses$585.7 $38.6 
Schedule of Interest Income (Expense), Net
The following table presents the components of interest income (expense), net:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Interest income$22.3 $3.5 $78.9 $3.5 
Interest expense
(52.5)— (52.5)(0.1)
Interest (expense) income, net
$(30.2)$3.5 $26.4 $3.4 
v3.25.2
Acquisition (Tables)
 6 Months Ended
Jun. 30, 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:
(in millions)
Preliminary
April 29, 2025
Assets:
Accounts receivable
$1,349.3 
Inventories
1,833.2 
Vendor rebates receivable
240.1 
Income tax receivable
20.1 
Prepaid expenses and other current assets82.3 
Property and equipment
695.2 
Goodwill5,138.6 
Intangibles
4,080.6 
Operating lease right-of-use assets
744.2 
Other non-current assets
18.7 
Liabilities:
Accounts payable(1,163.6)
Accrued expenses(488.5)
Deferred incomes taxes
(1,022.8)
Other long-term liabilities(31.3)
Operating lease liabilities(670.6)
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
$3,850.6 10.0
Trade names
230.03.0
Total intangible assets acquired
$4,080.6 9.6
Schedule of Business Combination, Pro Forma Information
The following table presents the Company’s pro forma combined net sales and net income (loss):
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Net sales
$2,693.2 $2,689.1 $4,614.4 $4,616.0 
Net income (loss)
$(9.2)$24.4 $(144.0)$(263.1)
v3.25.2
Restructuring (Tables)
 6 Months Ended
Jun. 30, 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 severance and employee-related restructuring charge liability during the six months ended June 30, 2025:
June 30,
2025
(in millions)
Restructuring charge liability, beginning of the period$— 
Restructuring charges35.3
Payments(4.4)
Restructuring charge liability, end of the period$30.9 
v3.25.2
Segment Reporting and Geographic Information (Tables)
 6 Months Ended
Jun. 30, 2025
Segment Reporting [Abstract]  
Schedule of Segment Information
The following table presents information regarding the components of revenue, significant segment expenses and consolidated net income (loss) representative of the significant categories regularly provided to the CODM when managing the Company’s one operating segment:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Net sales:
Residential roofing products$929.8 $— $929.8 $— 
Non-residential roofing products535.5 — 535.5 — 
Complementary building products426.1 — 426.1 — 
Software products and services15.0 14.5 28.4 29.0 
Total net sales$1,906.4 $14.5 $1,919.8 $29.0 
Less:
Cost of products sold$1,504.7 $8.7 $1,512.8 $17.5 
Selling, general administrative expenses(1)
391.8 9.8 416.0 15.0 
Stock-based compensation65.0 — 85.2 — 
Other segment items3.4 (3.4)(44.4)(3.0)
Net loss
$(58.5)$(0.6)$(49.8)$(0.5)
(1) Excludes stock-based compensation.
v3.25.2
Equity (Tables)
 6 Months Ended
Jun. 30, 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 $50 by the applicable market value
Less than the Initial Price
3.0303 shares of common stock
v3.25.2
Earnings (Loss) Per Common Share (Tables)
 6 Months Ended
Jun. 30, 2025
Earnings Per Share [Abstract]  
Schedule of Earnings (Loss) Per Share, Basic and Diluted
The following table presents the components and calculations of basic and diluted net income (loss) per common share attributable to common stockholders:
(in millions, except per share amounts; certain amounts may not recalculate due to rounding)
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Basic and diluted earnings (loss) per common share computation:
Net loss$(58.5)$(0.6)$(49.8)$(0.5)
Less: Convertible Preferred Stock dividend
(22.5)(6.0)(45.0)(6.0)
Less: Mandatory Convertible Preferred Stock dividend
(3.1)— (3.1)— 
Less: Undistributed earnings allocated to participating securities— — — — 
Net loss attributable to common shareholders$(84.1)$(6.6)$(97.9)$(6.5)
Weighted-average common shares522.7 0.7 466.4 0.7 
Weighted average Pre-Funded Warrants
42.0 — 42.0 — 
Total weighted-average common shares outstanding564.7 0.7 508.4 0.7 
Basic and diluted loss per common share
$(0.15)$(9.93)$(0.19)$(9.72)
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:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Convertible Preferred Stock
219.0 219.0 219.0 219.0 
Mandatory Convertible Preferred Stock
34.8 — 34.8 — 
Warrants
219.0 219.0 219.0 219.0 
Stock-based awards
30.1 — 30.1 — 
Total potential dilutive securities not included in loss per common share
502.9 438.0 502.9 438.0 
v3.25.2
Stock-based Compensation (Tables)
 6 Months Ended
Jun. 30, 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 six months ended June 30, 2025:
(in millions, except for weighted average grant date fair value)
Number of RSUsWeighted Average Grant Date Fair Value
Balance at beginning of period13.5 $11.57 
Granted 0.7 $12.23 
Converted RSUs
9.7 $13.23 
Vested
(4.4)$13.20 
Forfeited(0.3)$11.98 
Balance at end of period19.2 $12.06 
The following table summarizes additional information regarding RSUs:
Six Months Ended June 30,
2025
Weighted-average fair value per share of RSUs granted and converted
$13.16 
Total grant date fair value of RSUs vested$58.1 
Total intrinsic value of RSUs released$73.0 
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 six months ended June 30, 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 0.3 15.06 
Balance at end of period8.7 $20.08 
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award The following assumptions were used in the Monte Carlo model in determining the fair value of PRSUs granted during the six months ended June 30, 2025:
Performance period
3.70 years
Weighted-average risk-free interest rate3.8 %
Weighted-average expected volatility43.0 %
Weighted-average dividend yield— %
Share-Based Payment Arrangement, Expensed and Capitalized, Amount The Company recognized stock-based compensation expense as follows:
Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
NSOs
$7.8 $— $7.8 $— 
RSUs
44.0 — 51.6 — 
PRSUs
13.2 — 25.8 — 
Total stock-based compensation expense
$65.0 $— $85.2 $— 
v3.25.2
Debt (Tables)
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Schedule of Outstanding Debt
The following table summarizes all outstanding debt:
As of
June 30, 2025
(in millions)Principal BalanceCarrying Value
Fair Value
Revolving Lines of Credit
ABL Facility(1)
$199.9 $199.9 $199.9 
Borrowings under revolving lines of credit$199.9 $199.9 $199.9 
Long-term Debt, net
Term Loan Facility(2)
$850.0 $823.2 $855.3 
Notes(3)
2,250.0 2,228.3 2,323.1 
Long-term debt, net$3,100.0 $3,051.5 $3,178.4 
(1) Effective rate on borrowings of 5.46% as of June 30, 2025.
(2) Interest rate of 7.30% as of June 30, 2025.
(3) Interest rate of 6.75% as of June 30, 2025.
v3.25.2
Leases (Tables)
 6 Months Ended
Jun. 30, 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 condensed consolidated statements of operations:
 Three Months Ended June 30,Six Months Ended June 30,
(in millions)
2025202420252024
Operating lease costs$28.4 $0.1 $29.4 $0.1 
Finance lease costs:
Amortization of right-of-use assets7.7 — 7.7 0.1 
Interest on lease obligations2.0 — 2.0 — 
Variable lease costs3.2 — 3.2 — 
Total lease costs$41.3 $0.1 $42.3 $0.2 
The following table presents supplemental cash flow information related to the Company’s leases:
 Six Months Ended June 30,
(in millions)
20252024
Cash paid for amounts included in measurement of lease obligations:
Operating cash outflows from operating leases$26.4 $0.1 
Operating cash outflows from finance leases$2.0 $— 
Financing cash outflows from finance leases$7.2 $0.1 
Right-of-use assets obtained in exchange for new finance lease liabilities$9.3 $— 
Right-of-use assets obtained in exchange for new operating lease liabilities$12.3 $— 
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
2025 (July - December)$67.4 $27.5 
2026155.3 54.3 
2027138.8 49.3 
2028120.8 38.0 
2029100.7 25.0 
Thereafter249.2 17.2 
Total future lease payments832.2 211.3 
Imputed interest(152.4)(27.3)
Total lease liabilities$679.8 $184.0 
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
2025 (July - December)$67.4 $27.5 
2026155.3 54.3 
2027138.8 49.3 
2028120.8 38.0 
2029100.7 25.0 
Thereafter249.2 17.2 
Total future lease payments832.2 211.3 
Imputed interest(152.4)(27.3)
Total lease liabilities$679.8 $184.0 
v3.25.2
Description of Business (Details)
$ / shares in Units, $ in Millions
Apr. 29, 2025
USD ($)
$ / shares
Jun. 30, 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      
U.S.          
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        
v3.25.2
Basis of Presentation and Significant Accounting Policies - Schedule of Reconciliation of Cash and Cash Equivalents (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Jun. 30, 2024
Dec. 31, 2023
Accounting Policies [Abstract]        
Cash and cash equivalents $ 2,278.5 $ 5,068.5    
Restricted cash included in prepaid expenses and other current assets 3.8 3.5    
Total cash, cash equivalents and restricted cash $ 2,282.3 $ 5,072.0 $ 971.3 $ 6.2
v3.25.2
Basis of Presentation and Significant Accounting Policies - Schedule of Accounts Receivable, Allowance for Credit Loss (Details) - USD ($)
$ in Millions
 6 Months Ended 12 Months Ended
Jun. 30, 2025
Jun. 30, 2024
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 2.7 $ 0.0 0.0
Recoveries 0.1   0.0
Balance at end of period $ 3.3   $ 0.5
v3.25.2
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment, Net (Details)
Jun. 30, 2025
Buildings  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 40 years
Equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 7 years
Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 7 years
Software | Minimum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Software | Maximum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
v3.25.2
Basis of Presentation and Significant Accounting Policies - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 718.0 $ 4.3
Accumulated depreciation (21.7) (3.9)
Total property and equipment, net 696.3 0.4
Equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment 253.3 4.0
Finance lease assets    
Property, Plant and Equipment [Line Items]    
Total property and equipment 190.5 0.0
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment 118.0 0.1
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Total property and equipment 27.7 0.2
Software    
Property, Plant and Equipment [Line Items]    
Total property and equipment 29.1 0.0
Land and buildings    
Property, Plant and Equipment [Line Items]    
Total property and equipment 59.4 0.0
Fixed assets in progress    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 40.0 $ 0.0
v3.25.2
Basis of Presentation and Significant Accounting Policies - Schedule of Changes in Goodwill (Details)
$ in Millions
 6 Months Ended
Jun. 30, 2025
USD ($)
Goodwill [Roll Forward]  
Balance at beginning of period $ 1.2
Acquisitions 5,138.6
Translation and other adjustments (1.9)
Balance at end of period $ 5,137.9
v3.25.2
Basis of Presentation and Significant Accounting Policies - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Finite Lived Intangible Assets [Line Items]    
Total amortizable intangible assets $ 4,090.6 $ 9.4
Accumulated amortization (87.5) (5.4)
Total amortizable intangible assets, net 4,003.1 4.0
Indefinite-lived Intangible Assets [Line Items]    
Total intangibles, net $ 4,003.8 4.0
Weighted Average    
Finite Lived Intangible Assets [Line Items]    
Weighted-Average Remaining Life (Years) 9 years 4 months 24 days  
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 $ 3,860.7 9.4
Customer relationships and other | Weighted Average    
Finite Lived Intangible Assets [Line Items]    
Weighted-Average Remaining Life (Years) 9 years 9 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 9 months 18 days  
v3.25.2
Basis of Presentation and Significant Accounting Policies - Schedule of Intangible Assets, Future Amortization Expense (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Accounting Policies [Abstract]    
2025 (July - December) $ 231.3  
2026 462.6  
2027 462.6  
2028 410.5  
2029 385.3  
Thereafter 2,050.8  
Total amortizable intangible assets, net $ 4,003.1 $ 4.0
v3.25.2
Basis of Presentation and Significant Accounting Policies - Schedule of Accrued Expenses (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Dec. 31, 2024
Accounting Policies [Abstract]    
Inventory $ 228.0 $ 0.0
Selling, general and administrative 132.1 0.0
Payroll and employee benefit costs 108.8 8.1
Customer rebates 80.0 0.0
Interest expense 27.2 0.0
Income taxes 0.0 24.0
Other 9.6 6.5
Total accrued expenses $ 585.7 $ 38.6
v3.25.2
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - Beacon Roofing Supply, Inc. - USD ($)
$ in Millions
Jun. 30, 2025
Mar. 20, 2025
Business Combination [Line Items]    
Asset retirement obligation   $ 28.4
Interest Rate Swaps    
Business Combination [Line Items]    
Derivative asset $ 4.5  
v3.25.2
Basis of Presentation and Significant Accounting Policies - Schedule of Interest Income (Expense), Net (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Accounting Policies [Abstract]        
Interest income $ 22.3 $ 3.5 $ 78.9 $ 3.5
Interest expense (52.5) 0.0 (52.5) (0.1)
Interest (expense) income, net $ (30.2) $ 3.5 $ 26.4 $ 3.4
v3.25.2
Acquisition - Additional Information (Details) - Beacon Roofing Supply, Inc. - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2025
Apr. 29, 2025
Business Combination [Line Items]      
Business acquisition, share price (in usd per share)     $ 124.35
Business combination, acquisition related costs $ 65.0 $ 74.8  
v3.25.2
Acquisition - Schedule of Purchase Price (Details)
$ / shares in Units, shares in Millions, $ in Millions
 6 Months Ended
Apr. 29, 2025
USD ($)
tradingDay
$ / shares
shares
Jun. 30, 2025
USD ($)
Jun. 30, 2024
USD ($)
Business Combination, Consideration Transferred [Abstract]      
Repayments of outstanding lines of credit   $ 223.0 $ 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    
v3.25.2
Acquisition - Schedule of Preliminary Allocation of the Purchase Price (Details) - USD ($)
$ in Millions
Jun. 30, 2025
Apr. 29, 2025
Dec. 31, 2024
Assets:      
Goodwill $ 5,137.9   $ 1.2
Beacon Roofing Supply, Inc.      
Assets:      
Accounts receivable   $ 1,349.3  
Inventories   1,833.2  
Vendor rebates receivable   240.1  
Income tax receivable   20.1  
Prepaid expenses and other current assets   82.3  
Property and equipment   695.2  
Goodwill   5,138.6  
Intangibles   4,080.6  
Operating lease right-of-use assets   744.2  
Other non-current assets   18.7  
Liabilities:      
Accounts payable   (1,163.6)  
Accrued expenses   (488.5)  
Deferred incomes taxes   (1,022.8)  
Other long-term liabilities   (31.3)  
Operating lease liabilities   (670.6)  
Finance lease liabilities   (181.5)  
Preliminary aggregate acquisition consideration   $ 10,644.0  
v3.25.2
Acquisition - 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 $ 4,080.6
Weighted Average Useful Life in Years 9 years 7 months 6 days
Customer relationships  
Intangible Asset, Acquired, Finite-Lived [Line Items]  
Preliminary Fair Value $ 3,850.6
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
v3.25.2
Acquisition - Schedule of Business Combination, Pro Forma Information (Details) - Beacon Roofing Supply, Inc. - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Business Combination [Line Items]        
Net sales $ 2,693.2 $ 2,689.1 $ 4,614.4 $ 4,616.0
Net income (loss) $ (9.2) $ 24.4 $ (144.0) $ (263.1)
v3.25.2
Restructuring - Additional Information (Details)
$ in Millions
 6 Months Ended
Jun. 30, 2025
USD ($)
Restructuring Cost and Reserve [Line Items]  
Restructuring charges $ 72.8
Employee Severance and Employee-Related Costs  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges 35.3
Stock-Based Compensation Expense  
Restructuring Cost and Reserve [Line Items]  
Restructuring charges $ 37.5
v3.25.2
Restructuring - Schedule of Change in the Severance and Employee-related Restructuring Charge Liability (Details)
$ in Millions
 6 Months Ended
Jun. 30, 2025
USD ($)
Restructuring Reserve [Roll Forward]  
Restructuring charges $ 72.8
Employee Severance and Employee-Related Costs  
Restructuring Reserve [Roll Forward]  
Restructuring charge liability, beginning of the period 0.0
Restructuring charges 35.3
Payments (4.4)
Restructuring charge liability, end of the period $ 30.9
v3.25.2
Segment Reporting and Geographic Information - Additional Information (Details) - segment
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2025
Segment Reporting Information [Line Items]    
Number of operating segment   1
Revenue Benchmark | Geographic Concentration Risk | U.S.    
Segment Reporting Information [Line Items]    
Concentration risk, percentage 97.00% 97.00%
Long Lived Assets Benchmark | Geographic Concentration Risk | U.S.    
Segment Reporting Information [Line Items]    
Concentration risk, percentage   97.00%
v3.25.2
Segment Reporting and Geographic Information - Schedule of Segment (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Segment Reporting Information [Line Items]        
Net sales $ 1,906.4 $ 14.5 $ 1,919.8 $ 29.0
Cost of products sold 1,504.7 8.7 1,512.8 17.5
Selling, general administrative expenses 456.8 9.8 501.2 15.0
Stock-based compensation 65.0 0.0 85.2 0.0
Net loss (58.5) (0.6) (49.8) (0.5)
Reportable Segment        
Segment Reporting Information [Line Items]        
Net sales 1,906.4 14.5 1,919.8 29.0
Cost of products sold 1,504.7 8.7 1,512.8 17.5
Selling, general administrative expenses 391.8 9.8 416.0 15.0
Stock-based compensation 65.0 0.0 85.2 0.0
Other segment items 3.4 (3.4) (44.4) (3.0)
Net loss (58.5) (0.6) (49.8) (0.5)
Residential roofing products | Reportable Segment        
Segment Reporting Information [Line Items]        
Net sales 929.8 0.0 929.8 0.0
Non-residential roofing products | Reportable Segment        
Segment Reporting Information [Line Items]        
Net sales 535.5 0.0 535.5 0.0
Complementary building products | Reportable Segment        
Segment Reporting Information [Line Items]        
Net sales 426.1 0.0 426.1 0.0
Software products and services | Reportable Segment        
Segment Reporting Information [Line Items]        
Net sales $ 15.0 $ 14.5 $ 28.4 $ 29.0
v3.25.2
Equity - Additional Information (Details)
$ / shares in Units, $ in Millions
 1 Months Ended 3 Months Ended 6 Months Ended
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
Aug. 14, 2025
USD ($)
Jun. 30, 2025
USD ($)
$ / shares
shares
May 31, 2025
$ / shares
shares
Apr. 30, 2025
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
$ / shares
shares
Jun. 30, 2025
USD ($)
$ / shares
shares
Jun. 30, 2024
USD ($)
Jan. 17, 2025
$ / shares
Dec. 31, 2024
$ / shares
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   219,000,000     219,000,000 219,000,000        
Reverse stock split conversion ratio               0.125                    
Common stock, issued (in shares) | shares               700,000   671,600,000     671,600,000 671,600,000     409,400,000 5,300,000
Common stock, outstanding (in shares) | shares               700,000   671,600,000     671,600,000 671,600,000     409,400,000 5,300,000
Common stock, par value (in usd per share)               $ 0.00001   $ 0.00001     $ 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               9.00%                    
Payment of preferred stock dividend | $                         $ 22.5 $ 45.0 $ 0.0      
Subsequent Event                                    
Capital Unit [Line Items]                                    
Payment of preferred stock dividend | $                 $ 22.5                  
Warrants Exercise Price One                                    
Capital Unit [Line Items]                                    
Exercise price of warrants (in usd per share)                   $ 4.566     $ 4.566 $ 4.566        
Class of warrant or right, percentage of warrants authorized                   50.00%     50.00% 50.00%        
Warrants Exercise Price Two                                    
Capital Unit [Line Items]                                    
Exercise price of warrants (in usd per share)                   $ 6.849     $ 6.849 $ 6.849        
Class of warrant or right, percentage of warrants authorized                   25.00%     25.00% 25.00%        
Warrants Exercise Price Three                                    
Capital Unit [Line Items]                                    
Exercise price of warrants (in usd per share)                   $ 13.698     $ 13.698 $ 13.698        
Class of warrant or right, percentage of warrants authorized                   25.00%     25.00% 25.00%        
Convertible Preferred Stock                                    
Capital Unit [Line Items]                                    
Preferred stock, par value (in usd per share)                   $ 0.001     $ 0.001 $ 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 $ 0.001     $ 0.001  
Issuance of stock, net of issuance costs (in shares) | shares                           600,000        
Preferred stock, mandatory conversion of depository interest, minimum conversion rate per share (in usd shares)   $ 2.4737                                
Mandatory Convertible Preferred Stock | Minimum                                    
Capital Unit [Line Items]                                    
Preferred stock, mandatory conversion, minimum conversion rate per share (in usd shares)   $ 49.4740                                
Depository Shares                                    
Capital Unit [Line Items]                                    
Conversion of stock, shares converted (in shares) | shares   20                                
Public Stock Offering                                    
Capital Unit [Line Items]                                    
Consideration received on transaction | $     $ 892.5         $ 1,000.0   $ 1,960.0   $ 487.9            
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 22.25 $ 22.25        
Payments of stock issuance costs | $     $ 27.5             $ 37.6   $ 12.1            
Underwriters purchase option period                   30 days                
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                      
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   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 | $       $ 51.8                            
Shares issued in transaction (in shares) | shares       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 $ 22.25 $ 22.25        
Maximum additional shares issuable (in shares) | shares                   13,500,000                
Over-Allotment Option | Subsequent Event                                    
Capital Unit [Line Items]                                    
Consideration received on transaction | $ $ 38.2                                  
Shares issued in transaction (in shares) | shares 1,700,000                                  
Underwriters purchase option period 30 days                                  
Over-Allotment Option | Mandatory Convertible Preferred Stock                                    
Capital Unit [Line Items]                                    
Shares issued in transaction (in shares) | shares   1,500,000                                
v3.25.2
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
Mandatory Convertible Preferred Stock | Equity Conversion Threshold One  
Capital Unit [Line Items]  
Preferred stock, mandatory conversion, market value of common stock (in usd per share) | $ / shares $ 20.2126
Preferred stock, mandatory conversion, conversion rate per share (in usd per share) 49.4740
Mandatory Convertible Preferred Stock | Equity Conversion Threshold Three  
Capital Unit [Line Items]  
Preferred stock, mandatory conversion, conversion rate per share (in usd per share) 60.6060
Mandatory Convertible Preferred Stock | Minimum | Equity Conversion Threshold Two  
Capital Unit [Line Items]  
Preferred stock, mandatory conversion, conversion rate per share (in usd per share) 49.4740
Mandatory Convertible Preferred Stock | Maximum | Equity Conversion Threshold Two  
Capital Unit [Line Items]  
Preferred stock, mandatory conversion, conversion rate per share (in usd per share) 60.6060
Preferred stock, conversion ratio divisor | $ $ 1,000
Depository Share of Mandatory Convertible Preferred Stock | Equity Conversion Threshold One  
Capital Unit [Line Items]  
Preferred stock, mandatory conversion, conversion rate per share (in usd per share) 2.4737
Depository Share of Mandatory Convertible Preferred Stock | Equity Conversion Threshold Three  
Capital Unit [Line Items]  
Preferred stock, mandatory conversion, conversion rate per share (in usd per share) 3.0303
Depository Share of Mandatory Convertible Preferred Stock | Minimum | Equity Conversion Threshold Two  
Capital Unit [Line Items]  
Preferred stock, mandatory conversion, conversion rate per share (in usd per share) 2.4737
Depository Share of Mandatory Convertible Preferred Stock | Maximum | Equity Conversion Threshold Two  
Capital Unit [Line Items]  
Preferred stock, mandatory conversion, conversion rate per share (in usd per share) 3.0303
Preferred stock, conversion ratio divisor | $ $ 50
v3.25.2
Earnings (Loss) Per Common Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Basic and diluted earnings (loss) per common share computation:        
Net loss $ (58.5) $ (0.6) $ (49.8) $ (0.5)
Less: Convertible Preferred Stock dividend (22.5) (6.0) (45.0) (6.0)
Less: Mandatory Convertible Preferred Stock dividend (3.1) 0.0 (3.1) 0.0
Less: Undistributed earnings allocated to participating securities 0.0 0.0 0.0 0.0
Net loss attributable to common shareholders - Basic (84.1) (6.6) (97.9) (6.5)
Net loss attributable to common shareholders - Diluted $ (84.1) $ (6.6) $ (97.9) $ (6.5)
Weighted-average common shares (in shares) 522.7 0.7 466.4 0.7
Weighted average Pre-Funded Warrants (in shares) 42.0 0.0 42.0 0.0
Total weighted-average common shares outstanding (in shares) 564.7 0.7 508.4 0.7
Basic loss per common share (in usd per share) $ (0.15) $ (9.93) $ (0.19) $ (9.72)
Diluted loss per common share (in usd per share) $ (0.15) $ (9.93) $ (0.19) $ (9.72)
v3.25.2
Earnings (Loss) Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
shares in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 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) 502.9 438.0 502.9 438.0
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) 219.0 219.0 219.0 219.0
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) 34.8 0.0 34.8 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) 219.0 219.0 219.0 219.0
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) 30.1 0.0 30.1 0.0
v3.25.2
Stock-based Compensation - Additional Information (Details)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Apr. 29, 2025
USD ($)
tradingDay
shares
May 30, 2024
shares
Jun. 30, 2025
USD ($)
installment
shares
Jun. 30, 2025
USD ($)
installment
$ / shares
shares
Apr. 28, 2025
$ / shares
Jan. 01, 2025
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of shares authorized (in shares) | shares   30,000,000        
Share-based compensation arrangement by share-based payment award, number of additional shares authorized, percentage of increase   0.03        
Number of shares available for issuance (in shares) | shares           27,000,000
Converted Non-Qualified Stock Options            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Non-qualified stock options granted expiration period       10 years    
Number of annual installments | installment     3 3    
Vesting period       3 years    
Non-qualified stock options issued in period (in shares) | shares       5,100,000    
Non-qualified stock options issued in period, weighted average exercise price (in usd per share) | $ / shares       $ 5.04    
Non-qualified stock options exercised in period (in shares) | shares       2,900,000    
Non-qualified stock options exercised in period, weighted average exercise price (in usd per share) | $ / shares       $ 4.97    
RSUs            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized share-based compensation cost related to unvested awards     $ 176.9 $ 176.9    
Unrecognized share-based compensation cost, period of recognition       3 years 8 months 12 days    
PRSUs            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized share-based compensation cost related to unvested awards     126.6 $ 126.6    
Unrecognized share-based compensation cost, period of recognition       3 years 2 months 12 days    
Beacon Roofing Supply, Inc.            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of additional shares authorized (in shares) | shares   21,500,000        
Equity award exchange ratio 9.8380          
Equity award exchange ratio, closing price calculation, number of shares (in shares) | 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 aware, fair value of shares converted $ 176.8          
Pre-combination award fair value $ 87.5          
Post-combination award fair value     89.3 $ 89.3    
Post-combination award fair value, accelerated cost     37.5      
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     $ 42.5 42.5    
Unrecognized share-based compensation cost, period of recognition     1 year 6 months      
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     $ 1.7 $ 1.7    
Unrecognized share-based compensation cost, period of recognition     1 year 1 month 6 days      
2024 Plan            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Common stock, capital shares reserved for future issuance (in shares) | shares     33,100,000 33,100,000    
v3.25.2
Stock-based Compensation - Schedule of RSUs Award Activity (Details)
shares in Millions
 6 Months Ended
Jun. 30, 2025
$ / shares
shares
Weighted Average Grant Date Fair Value  
Granted (in usd per share) $ 13.16
RSUs  
Number of RSUs  
Balance at beginning of period (in shares) | shares 13.5
Granted (in shares) | shares 0.7
Converted RSUs (in shares) | shares 9.7
Vested (in shares) | shares (4.4)
Forfeited (in shares) | shares (0.3)
Balance at end of period (in shares) | shares 19.2
Weighted Average Grant Date Fair Value  
Balance at beginning of period (in usd per share) $ 11.57
Granted (in usd per share) 12.23
Converted RSUs (in usd per share) 13.23
Vested (in usd per share) 13.20
Forfeited (in usd per share) 11.98
Balance at end of period (in usd per share) $ 12.06
v3.25.2
Stock-based Compensation - Schedule of Additional Information Regarding RSU (Details)
$ / shares in Units, $ in Millions
 6 Months Ended
Jun. 30, 2025
USD ($)
$ / shares
Share-Based Payment Arrangement [Abstract]  
Weighted-average fair value per share of RSUs granted (in usd per share) | $ / shares $ 13.16
Total grant date fair value of RSUs vested $ 58.1
Total intrinsic value of RSUs released $ 73.0
v3.25.2
Stock-based Compensation - Schedule of Market Based Conditions (Details) - PRSUs
 6 Months Ended
Jun. 30, 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%
v3.25.2
Stock-based Compensation - Schedule of PRSUs Award Activity (Details)
shares in Millions
 6 Months Ended
Jun. 30, 2025
$ / shares
shares
Weighted Average Grant Date Fair Value  
Granted (in usd per share) $ 13.16
PRSUs  
Number of PRSUs  
Balance at beginning of period (in shares) | shares 8.4
Granted (in shares) | shares 0.3
Balance at end of period (in shares) | shares 8.7
Weighted Average Grant Date Fair Value  
Balance at beginning of period (in usd per share) $ 20.24
Granted (in usd per share) 15.06
Balance at end of period (in usd per share) $ 20.08
v3.25.2
Stock-based Compensation - Schedule of Fair Value of the RSUs with a Performance-Based Vesting Condition Using a Monte Carlo Model (Details) - PRSUs
 6 Months Ended
Jun. 30, 2025
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Performance period 3 years 8 months 12 days
Weighted-average risk-free interest rate 3.80%
Weighted-average expected volatility 43.00%
Weighted-average dividend yield (in usd per share) $ 0
v3.25.2
Stock-based Compensation - Schedule of Company recognized Share-based Compensation Expense (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total stock-based compensation expense $ 65.0 $ 0.0 $ 85.2 $ 0.0
NSOs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total stock-based compensation expense 7.8 0.0 7.8 0.0
RSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total stock-based compensation expense 44.0 0.0 51.6 0.0
PRSUs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total stock-based compensation expense $ 13.2 $ 0.0 $ 25.8 $ 0.0
v3.25.2
Debt - Schedule of Outstanding Debt (Details)
$ in Millions
Jun. 30, 2025
USD ($)
Jun. 30, 2025
XUA
Apr. 29, 2025
Dec. 31, 2024
USD ($)
Debt Instrument [Line Items]        
Long-term Debt, Principal Balance $ 3,100.0      
Long-term Debt, Carrying Value 3,051.5     $ 0.0
Long-term Debt, Fair Value 3,178.4      
Line of Credit | Revolving Lines of Credit        
Debt Instrument [Line Items]        
Long-term Debt, Principal Balance 199.9      
Long-term Debt, Carrying Value | XUA   XUA 199,900,000    
Long-term Debt, Fair Value 199.9      
Line of Credit | Revolving Lines of Credit | ABL Facility        
Debt Instrument [Line Items]        
Long-term Debt, Principal Balance 199.9      
Long-term Debt, Carrying Value 199.9      
Long-term Debt, Fair Value $ 199.9      
Effective rate on borrowings 5.46% 5.46%    
Line of Credit | Secured Debt | Term Loan Facility        
Debt Instrument [Line Items]        
Long-term Debt, Principal Balance $ 850.0      
Long-term Debt, Carrying Value 823.2      
Long-term Debt, Fair Value $ 855.3      
Interest rate 7.30% 7.30%    
Secured Debt | Senior Secured Notes Due 2032        
Debt Instrument [Line Items]        
Long-term Debt, Principal Balance $ 2,250.0      
Long-term Debt, Carrying Value 2,228.3      
Long-term Debt, Fair Value $ 2,323.1      
Interest rate 6.75% 6.75% 6.75%  
v3.25.2
Debt - Additional Information (Details)
 3 Months Ended 6 Months Ended
May 29, 2025
USD ($)
Apr. 29, 2025
USD ($)
Jun. 30, 2025
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2025
XUA
Dec. 31, 2024
USD ($)
Debt Instrument [Line Items]                
Long-term debt     $ 3,051,500,000   $ 3,051,500,000     $ 0
Loss on debt extinguishment     45,700,000 $ 0 45,700,000 $ 0    
Line of Credit | Revolving Lines of Credit                
Debt Instrument [Line Items]                
Long-term debt | XUA             XUA 199,900,000  
Senior Secured Notes Due 2032 | Secured Debt                
Debt Instrument [Line Items]                
Long-term debt     $ 2,228,300,000   $ 2,228,300,000      
Debt instrument, aggregate principal amount   $ 2,250,000,000            
Interest rate   6.75% 6.75%   6.75%   6.75%  
Debt issuance costs   $ 22,200,000            
Debt instrument, unamortized discount     $ 21,700,000   $ 21,700,000      
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     $ 823,200,000   $ 823,200,000      
Debt instrument, aggregate principal amount   $ 2,250,000,000            
Interest rate     7.30%   7.30%   7.30%  
Debt issuance costs $ 31,700,000 $ 50,900,000 $ 18,600,000   $ 18,600,000      
Debt instrument, periodic payment, percent 1.00% 1.00%            
Debt instrument, premium repricing, period after transaction closing   6 months            
Debt instrument, premium repricing percentage   1.00%            
Debt instrument, original issue discount, percentage   1.00%            
Debt instrument, unamortized discount $ 14,000,000.0 $ 22,500,000 8,200,000   8,200,000      
Repayments of long-term debt 1,400,000,000              
Loss on debt extinguishment $ 45,700,000              
ABL Facility | Revolving Lines of Credit                
Debt Instrument [Line Items]                
Standby letters of credit outstanding     17,500,000   17,500,000      
ABL Facility | Line of Credit | Revolving Lines of Credit                
Debt Instrument [Line Items]                
Long-term debt     199,900,000   199,900,000      
Debt issuance costs   18,800,000 $ 18,200,000   $ 18,200,000      
Line of credit facility, maximum borrowing capacity   2,000,000,000            
Remaining borrowing capacity   $ 1,780,000,000            
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 | Federal Funds Rate                
Debt Instrument [Line Items]                
Base rate borrowings   0.50%            
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%            
v3.25.2
Leases - Schedule of Components of Lease Costs (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Leases [Abstract]        
Operating lease costs $ 28.4 $ 0.1 $ 29.4 $ 0.1
Amortization of right-of-use assets 7.7 0.0 7.7 0.1
Interest on lease obligations 2.0 0.0 2.0 0.0
Variable lease costs 3.2 0.0 3.2 0.0
Total lease costs $ 41.3 $ 0.1 $ 42.3 $ 0.2
v3.25.2
Leases - Schedule of Supplemental Cash Flow Information Related to Operating and Finance leases (Details) - USD ($)
$ in Millions
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Cash paid for amounts included in measurement of lease obligations:    
Operating cash outflows from operating leases $ 26.4 $ 0.1
Operating cash outflows from finance leases 2.0 0.0
Financing cash outflows from finance leases 7.2 0.1
Right-of-use assets obtained in exchange for new finance lease liabilities 9.3 0.0
Right-of-use assets obtained in exchange for new operating lease liabilities $ 12.3 $ 0.0
v3.25.2
Leases - Additional Information (Details)
Jun. 30, 2025
Leases [Abstract]  
Operating lease, weighted-average remaining lease term 6 years 3 months 18 days
Operating lease, weighted-average discount rate 6.26%
Financing lease, weighted-average remaining lease term 4 years 4 months 24 days
Financing lease, weighted-average discount rate 6.50%
v3.25.2
Leases - Schedule of Maturity of Lease Liabilities (Details)
$ in Millions
Jun. 30, 2025
USD ($)
Operating Leases  
2025 (July - December) $ 67.4
2026 155.3
2027 138.8
2028 120.8
2029 100.7
Thereafter 249.2
Total future lease payments 832.2
Imputed interest (152.4)
Total lease liabilities 679.8
Finance Leases  
2025 (July - December) 27.5
2026 54.3
2027 49.3
2028 38.0
2029 25.0
Thereafter 17.2
Total future lease payments 211.3
Imputed interest (27.3)
Total lease liabilities $ 184.0
v3.25.2
Income Taxes (Details)
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Income Tax Disclosure [Abstract]        
Effective income tax rate, excluding discrete items 72.70%   74.50%  
Effective income tax rate   28.90%   27.30%