QXO Inc 2025年季度报告

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended:September 30, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Forthetransitionperiodfromto (Stateorotherjurisdictionofincorporation) (IRS Employer Identification No.) Five American LaneGreenwich,CT06831(Addressofprincipalexecutiveoffices) (888)998-6000(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:Title of each class Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.YesxNo☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).YesxNo☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of October30, 2025, there were674,392,035shares outstanding of the registrant’s common stock. QXO, INC. AND SUBSIDIARIESFORM 10-QFor the Quarter Ended September30, 2025 TABLE OF CONTENTS PART I.FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Comprehensive (Loss) IncomeCondensed Consolidated Statements of Stockholders’ EquityCondensed Consolidated Statements of Cash FlowsNotes to the Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPART II.OTHER INFORMATIONItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures PART I. FINANCIAL INFORMATION CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements. Statements that are not historical facts,including statements about beliefs, expectations, targets or goals are forward-looking statements. These statements are based on plans, estimates,expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers canidentify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,”“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or othercomparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factorscould cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results todiffer materially from those described herein include, among others: •an inability to obtain the products we distribute resulting in lost revenues and reduced margins and damaging relationships with customers;•a change in supplier pricing and demand adversely affecting our income and gross margins;•a change in vendor rebates adversely affecting our income and gross margins;•our inability to identify potential acquisition targets or successfully complete acquisitions on acceptable terms;•risks related to maintaining our safety record;•the possibility that building products distribution industry demand may soften or shift substantially due to cyclicality or dependence ongeneral economic and political conditions, including inflation or deflation, interest rates, governmental subsidies or incentives, consumerconfidence, labor and supply shortages, weather and commodity prices;•the possibility that regional or global b