QXO Inc 2025年度报告

Proxy Statement2025 Annual Report ABOUT QXO QXO is a building products distribution company and is the largest publicly-traded distributor of roofing, waterproofing andcomplementary building products in North America. We offer high-quality customer service and deliver residential, commercialand complementary products to our customers. Our private label of high-quality building products sold under our TRI-BUILT branddelivers professional results and helps our customers stand out from competitors. Our customer base is composed of professionalcontractors, home builders, building owners, lumberyards, and retailers across the United States and Canada who depend onreliable local access to building products for residential and non-residential projects. Our customers vary in size, ranging fromrelatively small contractors to large contractors and builders that operate on a national scale. DEAR FELLOW STOCKHOLDERS, QXO is on a roll: ▪Our stock price — the ultimate measure of performance — increased by 21.3% in 2025, outperforming the S&P 500 by340 basis points.▪In April 2025, we acquired Beacon Roofing Supply and became the largest publicly traded distributor of roofing, waterproofing,and complementary products in North America.▪So far this year, we’ve agreed to buy Kodiak Building Partners in a $2.25 billion transaction we expect will be highly accretive to2026 earnings. The addition of Kodiak will expand our addressable market to more than $200 billion. In less than two years, we’ve created the fastest-growing publicly traded distributor of building products in North America — witha $50 billion annual revenue target within the next decade. Strategically, we’ll use a mix of M&A and organic growth supported bytechnology, with an emphasis on AI-augmented decision-making. By transforming traditional approaches to pricing, inventory management, customer service, and procurement, we can differentiateQXO as a hyper-efficient operator with an elevated customer experience. We strongly believe that superior service is the maindriver of customer loyalty, ultimately creating substantial long-term value for stockholders. Importantly, we have a world-class leadership team that inspires confidence across finance, human resources, operations, pricing,procurement, sales, technology, and our organizational culture. This was key to our success in raising $9.4 billion of equity anddebt capital in 2025 from leading institutional investors and family offices. In January 2026, we further strengthened our financialposition by securing $3.75 billion of equity capital from Apollo Global Management, Temasek, and other blue-chip investors. All of these things are made possible by the extraordinary work ethic and collaboration of our employees. Across our branches, inshared services, and throughout the field, our teams are going all-in on achieving results. Our applied scientists, branch managers,credit managers, dispatchers, drivers, finance professionals, HR partners, operations leaders, pricing analysts, procurementspecialists, salespeople, software engineers, warehouse associates, and other team members have my utmost respect andgratitude. 2025 wasn’t a strong year for the building products industry, but we entered this space with a long-term perspective on valuecreation. We know how to manage cyclical headwinds, and our capital structure enables opportunistic investments in high-potential M&A at any time. With our trajectory and your support, we’ll continue to build a fast-growing leader in a huge and vitalindustry. I deeply appreciate your confidence in QXO. Brad JacobsChairman and CEOMarch 24, 2026 QXO, Inc.Five American LaneGreenwich, Connecticut 06831 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on May 5, 2026 To the Stockholders of QXO, Inc.: Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of QXO, Inc. will be held on Tuesday,May 5, 2026, at 10:00 a.m. Eastern Time. The Annual Meeting will be conducted exclusively as a live webcast. You can access themeeting with your 16-digit control number at www.virtualshareholdermeeting.com/QXO2026. The Annual Meeting will be held for the purposes summarized below, and more fully described in the proxy statement (the “ProxyStatement”) accompanying this notice. ▪To elect seven (7) members of our Board of Directors for a term to expire at the 2027 Annual Meeting of Stockholders or untiltheir successors are duly elected and qualified;▪To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscalyear 2026;▪To conduct an advisory vote to approve the executive compensation of our named executive officers (“NEOs”), as disclosed inthe Proxy Statement; and▪To consider and transact other business as may properly come before the Annual Meeting or any adjournment or postponementthereof. Please note that we are furnishing proxy materials and access to our Proxy Statement to o