QXO Inc 2026年季度报告

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended:June 30, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto (State or other jurisdiction of incorporation) (IRS Employer Identification No.) Five American LaneGreenwich,CT 06831(Address of principal executive offices) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: 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. YesNo☐ 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). YesNo☐ 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 August7, 2026, there were 1,037,490,709 shares outstanding of the registrant’s common stock. QXO, INC. AND SUBSIDIARIESFORM 10-QFor the Quarter Ended June30, 2026 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 LossCondensed Consolidated Statements of Mezzanine Equity and 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;•changes in supplier pricing, demand or vendor rebates adversely affecting our income and gross margins;•our inability to identify potential acquisition targets, successfully complete acquisitions on acceptable terms, or successfully integrateacquired businesses into our operations;•the possibility that our cost and revenue initiatives to enhance efficiencies and drive organic growth may not be effective;•risks related to maintaining our safety record;•liability exposure due to the nature and breadth of our installation services operations, including from construction defect and warrantyclaims;•risks related to the identification of new products, product quality or performance issues from third-party manufacturers and su