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Get filing alertsQXO files pro forma financials for three building-product acquisitions totaling $XX billion
Filed May 18, 2026 · Period ending May 15, 2026 · ~1 min read
Key Changes
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QXO completed two acquisitions (Beacon in April 2025, Kodiak in April 2026) and signed a merger agreement for TopBuild in April 2026, executing a rapid 12-month consolidation strategy in building products. TopBuild deal still requires shareholder votes and regulatory clearance.
Item 9.01: Three Acquisitions Timeline verify on EDGAR → -
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Pro forma financials show combined results as if all three deals closed January 1, 2025, giving investors a view of the merged entity's scale. Actual integration results may differ from these estimates.
Item 9.01: Pro Forma Combined Results verify on EDGAR → -
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Filed audited 2025 and unaudited Q1 2026 financials for Kodiak, plus three-year audited statements for TopBuild (by reference to TopBuild's 10-K). Standard SEC requirement for material acquisitions.
Item 9.01: Financial Statements verify on EDGAR → -
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TopBuild acquisition faces standard merger risks: deal may not close, shareholder approvals may fail, business relationships could be disrupted, or integration costs may exceed expectations. Termination could trigger breakup fees.
Item 9.01: TopBuild Acquisition Risks verify on EDGAR → -
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QXO will file S-4 registration statement and joint proxy seeking shareholder approval from both QXO and TopBuild holders. Review these documents when available for detailed terms, valuation, and governance changes.
Item 9.01: Pending S-4 Registration verify on EDGAR →
Summary
QXO is executing an aggressive roll-up strategy in the building products sector, having completed two acquisitions in the past year (Beacon Roofing in April 2025 and Kodiak Building Partners in April 2026) and signing a merger agreement for TopBuild in April 2026. This 8-K provides the required pro forma financials showing what the combined entity would look like if all three deals had closed on January 1, 2025.
The filing includes audited and unaudited statements for Kodiak and references TopBuild's public filings, giving investors a comprehensive view of the merged company's expected scale and profitability. Retail investors should understand that pro forma financials are estimates—actual integration results often differ due to cost overruns, customer attrition, or operational challenges.
The TopBuild deal still requires shareholder approval from both companies and regulatory clearance, with standard merger risks disclosed including the possibility of termination and breakup fees. Watch for the S-4 registration statement and joint proxy materials, which will detail the exchange ratio, valuation methodology, and any governance changes. If you hold QXO shares, pay close attention to the shareholder vote timeline and whether management can deliver on promised synergies once these deals close.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
This Current Report on Form 8-K is being filed in connection with the TopBuild Acquisition to provide (i) the audited and unaudited consolidated financial statements of Kodiak, (ii) the audited and unaudited consolidated financial statements of TopBuild, (iii) the unaudited combined pro forma financial information for QXO, QXO Building Products, Kodiak and TopBuild (collectively, the “Companies”), in each case as described below, and (iv) the consents of KPMG LLP, Kodiak’s independent auditor, and PricewaterhouseCoopers LLP, TopBuild’s independent registered public accounting firm.
QXO is filing audited and unaudited financial statements for Kodiak and TopBuild, plus combined pro forma financials showing what the merged entity would look like. This is a standard SEC requirement when a company announces a major acquisition, allowing investors to see the combined financial picture before the deal closes. The filing includes auditor consents from both target companies' accounting firms.
Added in current filing · verify on EDGAR →
Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed acquisition, including the risk that the required shareholder approvals may not be obtained; (iii) the effect of the pendency of the proposed acquisition on each of QXO’s and TopBuild’s business relationships with employees, customers, or suppliers, or on operating results or the businesses generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities
QXO discloses standard merger risks: the TopBuild deal may not close, shareholder votes may fail, business relationships could be disrupted during the pendency period, the agreement could be terminated (potentially triggering a breakup fee), and integration costs may exceed expectations. These are typical cautionary disclosures for a pending acquisition but highlight execution uncertainty.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Audited consolidated balance sheet of Kodiak as of December 31, 2025 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows of Kodiak for the year ended December 31, 2025, together with the notes thereto and the independent auditor’s report thereon.
QXO disclosed audited full-year 2025 financials for an entity named Kodiak, including balance sheet, income statement, cash flows, and equity changes. This filing typically accompanies a material acquisition or merger, as acquirers must provide target financials to investors under SEC rules.
Added in current filing · verify on EDGAR →
Unaudited consolidated balance sheet of Kodiak as of March 31, 2026 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows of Kodiak for the three months ended March 31, 2026 and 2025, together with the notes thereto.
QXO provided unaudited Q1 2026 financials for Kodiak, including comparative Q1 2025 figures. Interim financials for a target company help investors assess recent performance and trends leading up to the transaction close date.
Added in current filing · verify on EDGAR →
Audited consolidated balance sheets of TopBuild as of December 31, 2025 and 2024 and the related consolidated statements of operations, comprehensive income, cash flows and changes in shareholders’ equity of TopBuild for each of the years ended December 31, 2025, 2024 and 2023, together with the notes thereto and the independent registered public accounting firm’s report thereon
QXO incorporated by reference TopBuild's audited three-year financials (2023-2025). TopBuild is a publicly traded insulation installer; referencing its 10-K suggests QXO is acquiring TopBuild or a TopBuild subsidiary, and SEC rules allow incorporation by reference for public-company targets.
Added in current filing · verify on EDGAR →
Unaudited pro forma combined financial information.
QXO filed pro forma financials showing the combined entity as if the Kodiak and TopBuild transactions had closed at an earlier date. Pro formas illustrate expected revenue, earnings, and balance-sheet impacts post-acquisition, helping investors model the merged company's financial profile.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify