Qxo, Inc.

The purchase price comprised $2.0 billion of cash and 13.2 million shares of the Company s common stock, with the Company retaining the right to repurchase these shares at $40 per share at any time.

SEC original ↗Qxo, Inc. — Earnings release (8-K exhibit)EX-99May 12, 2026

In connection with the closing of the TopBuild Acquisition, QXO issued approximately 312.0 million shares of QXO common stock to former holders of TopBuild Shares (as defined in Note 3), issued an additional 100,000 shares of Series C Preferred Stock (as defined in Note 6) to the Series C Investors for $ 1.0 billion in gross proceeds, incurred an incremental term loan for $ 3.0 billion in gross proceeds and released from escrow $ 3.0 billion in gross proceeds from the issuance of 6.500 % Senior Notes due 2031 and 6.875 % Senior Notes due 2034, all of which were used to fund the TopBuild Acquisition and pay related fees and expenses.

SEC original ↗Qxo, Inc. — 10-Q Quarterly report10-QAug 14, 2026

(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 $ 371 million, respectively.

SEC original ↗Qxo, Inc. — 10-Q Quarterly report10-QAug 14, 2026

Additionally, accrued interest expense of $ 30 million and a breakage fee of $ 38 million was paid for early termination of Beacon s debt at the closing of the Beacon Acquisition.

SEC original ↗Qxo, Inc. — 10-Q Quarterly report10-QAug 14, 2026

The proceeds from equity financings completed in May 2025 were used to repay indebtedness under the Term Loan Facility (as defined in Note 9) previously incurred as part of financings that were completed to effectuate the Beacon Acquisition.

SEC original ↗Qxo, Inc. — 10-Q Quarterly report10-QAug 14, 2026

Operationally, we continue to execute our integration plan across the legacy Beacon business, supported by disciplined investments in technology, sales capacity, and other long-term initiatives.

SEC original ↗Qxo, Inc. — Earnings release (8-K exhibit)EX-99May 12, 2026

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.

SEC original ↗Qxo, Inc. — 10-Q Quarterly report10-QAug 14, 2026

The fair value hierarchy gives the highest priority to Level 1 inputs.

SEC original ↗Qxo, Inc. — 10-Q Quarterly report10-QAug 14, 2026

The fair value hierarchy gives the lowest priority to Level 3 inputs.

SEC original ↗Qxo, Inc. — 10-Q Quarterly report10-QAug 14, 2026

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

SEC original ↗Qxo, Inc. — Earnings release (8-K exhibit)EX-99May 12, 2026

Legal Proceedings 54 Item 1A.

SEC original ↗Qxo, Inc. — 10-Q Quarterly report10-QAug 14, 2026

Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements.

SEC original ↗Qxo, Inc. — 10-Q Quarterly report10-QAug 14, 2026