QXO (QXO): what its 10-K says it depends on

Suppliers

Top three suppliers (unnamed)

depends on · nearly 35% of total purchasesnamed as a risk

During the year ended December 31, 2025, we had three suppliers that each contributed 10% or more of total purchases and, in total, represented nearly 35% of total purchases.Risk factors (Item 1A)

Also named by CRWV

Owens Corning

depends on

Our largest suppliers include predominantly domestic companies such as Owens Corning, GAF, Carlisle Construction Materials, CertainTeed Roofing and Siding, IKO Manufacturing, TAMKO Building Products, Johns Manville, James Hardie Building Products, Dow, Sika USA, and many more high-quality suppliers.Business (Item 1)

Also named by IBP

CertainTeed

depends on

Our largest suppliers include predominantly domestic companies such as Owens Corning, GAF, Carlisle Construction Materials, CertainTeed Roofing and Siding, IKO Manufacturing, TAMKO Building Products, Johns Manville, James Hardie Building Products, Dow, Sika USA, and many more high-quality suppliers.Business (Item 1)

Also named by IBP

Johns Manville

depends on

Our largest suppliers include predominantly domestic companies such as Owens Corning, GAF, Carlisle Construction Materials, CertainTeed Roofing and Siding, IKO Manufacturing, TAMKO Building Products, Johns Manville, James Hardie Building Products, Dow, Sika USA, and many more high-quality suppliers.Business (Item 1)

Also named by IBP

Dow

depends on

Our largest suppliers include predominantly domestic companies such as Owens Corning, GAF, Carlisle Construction Materials, CertainTeed Roofing and Siding, IKO Manufacturing, TAMKO Building Products, Johns Manville, James Hardie Building Products, Dow, Sika USA, and many more high-quality suppliers.Business (Item 1)

Also named by DVN

GAF

depends on

Our largest suppliers include predominantly domestic companies such as Owens Corning, GAF, Carlisle Construction Materials, CertainTeed Roofing and Siding, IKO Manufacturing, TAMKO Building Products, Johns Manville, James Hardie Building Products, Dow, Sika USA, and many more high-quality suppliers.Business (Item 1)

Carlisle Construction Materials

depends on

Our largest suppliers include predominantly domestic companies such as Owens Corning, GAF, Carlisle Construction Materials, CertainTeed Roofing and Siding, IKO Manufacturing, TAMKO Building Products, Johns Manville, James Hardie Building Products, Dow, Sika USA, and many more high-quality suppliers.Business (Item 1)

IKO Manufacturing

depends on

Our largest suppliers include predominantly domestic companies such as Owens Corning, GAF, Carlisle Construction Materials, CertainTeed Roofing and Siding, IKO Manufacturing, TAMKO Building Products, Johns Manville, James Hardie Building Products, Dow, Sika USA, and many more high-quality suppliers.Business (Item 1)

TAMKO Building Products

depends on

Our largest suppliers include predominantly domestic companies such as Owens Corning, GAF, Carlisle Construction Materials, CertainTeed Roofing and Siding, IKO Manufacturing, TAMKO Building Products, Johns Manville, James Hardie Building Products, Dow, Sika USA, and many more high-quality suppliers.Business (Item 1)

James Hardie Building Products

depends on

Our largest suppliers include predominantly domestic companies such as Owens Corning, GAF, Carlisle Construction Materials, CertainTeed Roofing and Siding, IKO Manufacturing, TAMKO Building Products, Johns Manville, James Hardie Building Products, Dow, Sika USA, and many more high-quality suppliers.Business (Item 1)

Sika USA

depends on

Our largest suppliers include predominantly domestic companies such as Owens Corning, GAF, Carlisle Construction Materials, CertainTeed Roofing and Siding, IKO Manufacturing, TAMKO Building Products, Johns Manville, James Hardie Building Products, Dow, Sika USA, and many more high-quality suppliers.Business (Item 1)

Partners and platforms

Apollo Global Management (AP Quince Holdings)

$3.0 billion

In January 2026, the Company entered into an investment agreement with AP Quince Holdings, L.P., a fund managed by affiliates of Apollo Global Management, Inc., and the other investors party thereto, pursuant to which such investors committed until July 15, 2026 (the “Initial Commitment Period”) to purchase up to 300,000 shares of a new series of Series C Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), for an aggregate purchase price of $3.0 billion to fund one or more Qualifying Acquisitions (as defined below).Business (Item 1)

Other companies

Beacon Roofing Supply (QXO Building Products)

approximately 600 branchesnamed as a risk

QXO Building Products has served the building industry for over 95 years and operates approximately 600 branches throughout all 50 states in the U.S. and seven provinces in Canada.Business (Item 1)

Brad Jacobs

depends on · approximately 22.1% of the voting powernamed as a risk

We are dependent on the leadership of Brad Jacobs as chairman and chief executive officer and we have benefited substantially from his leadership and performance.Risk factors (Item 1A)

Kodiak Building Partners

approximately $2.25 billion

On February 10, 2026, the Company entered into a definitive agreement to acquire Kodiak Building Partners from Court Square Capital Partners for approximately $2.25 billion (the “Kodiak Acquisition”).Business (Item 1)

Residential repair and re-roofing (R&R) market

concentrated in · approximately 80% of industry revenue

The roofing distribution industry benefits from several favorable long-term sector fundamentals, most notably a significant concentration in R&R spend, which constitutes approximately 80% of industry revenue.Business (Item 1)

Places

Canada

operates in · seven provinces

QXO Building Products has served the building industry for over 95 years and operates approximately 600 branches throughout all 50 states in the U.S. and seven provinces in Canada.Business (Item 1)

Also named by AAP, AJG, ALL, AMRC, AOS, ARE, BBY, BF/B and 97 more

Florida

operates innamed as a risk

Some of the areas in which we operate, including California, Florida, Louisiana, North Carolina, Texas and other coastal areas, have experienced recent natural disasters and have increased risks of adverse weather or natural disasters.Risk factors (Item 1A)

Also named by ABR, ALLY, AN, AXP, AZO, BBY, BJ, BRO and 54 more

Texas

operates innamed as a risk

Some of the areas in which we operate, including California, Florida, Louisiana, North Carolina, Texas and other coastal areas, have experienced recent natural disasters and have increased risks of adverse weather or natural disasters.Risk factors (Item 1A)

Also named by ABR, AFRM, ALLY, AN, ASO, ASTS, ATO, AXP and 70 more

California

operates innamed as a risk

Some of the areas in which we operate, including California, Florida, Louisiana, North Carolina, Texas and other coastal areas, have experienced recent natural disasters and have increased risks of adverse weather or natural disasters.Risk factors (Item 1A)

Also named by A, AAON, AFRM, ALK, ALLY, AN, ARE, AVAV and 88 more

North Carolina

operates innamed as a risk

Some of the areas in which we operate, including California, Florida, Louisiana, North Carolina, Texas and other coastal areas, have experienced recent natural disasters and have increased risks of adverse weather or natural disasters.Risk factors (Item 1A)

Also named by ABR, AUB, DUK, FCNCA, FHN, GLW, IMKTA, MLM and 5 more

Louisiana

operates innamed as a risk

Some of the areas in which we operate, including California, Florida, Louisiana, North Carolina, Texas and other coastal areas, have experienced recent natural disasters and have increased risks of adverse weather or natural disasters.Risk factors (Item 1A)

Also named by ATO, ETR, FHN, L, NRP

Hazards

Winter weather

named as a risk

Conversely, we expect low net income levels or net losses in quarters ending March 31, when winter construction cycles and cold weather patterns have an adverse impact on our customers’ ability to conduct their business.Business (Item 1)

Also named by CHRD, DY, IBP, JBHT, ODFL, XPO

Hurricanes and hailstorms

named as a risk

The timing of weather patterns (unseasonable temperatures) and severe weather events (hurricanes, hailstorms, and protracted rain) may impact our financial results within a given period either positively or negatively, making it difficult to accurately forecast demand or results of operations.Risk factors (Item 1A)

Commodities and inputs

Crude oil

exposed to its pricenamed as a risk

For example, as a distributor of residential roofing supplies, our business is sensitive to asphalt prices, which are highly volatile and often linked to oil prices, as oil is a significant input in asphalt production.Risk factors (Item 1A)

Also named by AESI, ALK, APA, ARLP, BDX, CFR, CL, CLMT and 48 more

Asphalt

exposed to its pricenamed as a risk

For example, as a distributor of residential roofing supplies, our business is sensitive to asphalt prices, which are highly volatile and often linked to oil prices, as oil is a significant input in asphalt production.Risk factors (Item 1A)

Also named by CSL, OC

Asphalt shingles

exposed to its pricenamed as a risk

Shingle prices have been volatile in recent years, partly due to volatility in asphalt prices.Risk factors (Item 1A)

Plywood and oriented strand board (OSB)

exposed to its pricenamed as a risk

Other products we distribute, such as plywood and OSB, experienced price volatility largely due to supply and demand imbalances in recent years.Risk factors (Item 1A)

Regulators

Environmental Protection Agency (EPA)

subject tonamed as a risk

•environmental regulations promulgated by the Environmental Protection Agency; andRisk factors (Item 1A)

Also named by AAON, AAP, ALSN, AMRC, APA, APD, APG, AROC and 78 more

U.S. Department of Transportation

subject tonamed as a risk

•transportation regulations promulgated by the U.S. Department of Transportation;Risk factors (Item 1A)

Also named by ACHR, AESI, ALK, BLDR, CHRW, CTAS, DAL, EXPE and 19 more

Occupational Safety and Health Administration (OSHA)

subject tonamed as a risk

•work safety regulations promulgated by the Occupational Safety and Health Administration;Risk factors (Item 1A)

Also named by BLDR, CSW, CTOS, ECG, FIX, GVA, HLIO, IBP and 7 more

Laws and programs

Term Loan Facility

exposed to its price · $850.0 millionnamed as a risk

As of December 31, 2025, we had $3.10 billion of outstanding indebtedness, consisting of $2.25 billion of our Notes (as defined herein) and $850.0 million under our Term Loan Facility (as defined herein).Risk factors (Item 1A)

Also named by GEHC, VRT

U.S.-China tariffs

subject tonamed as a risk

General geopolitical instability and the responses to it, such as the possibility of sanctions, trade restrictions and changes in tariffs, including tariffs imposed by the United States and China, and the possibility of additional tariffs, non-tariff barriers or other trade restrictions between the United States and other countries where we might in the future distribute or sell products, could adversely impact our business.Risk factors (Item 1A)

Also named by ALB, AXGN, LLY, MXL, UCTT, WAT

U.S. immigration laws

subject tonamed as a risk

Changes in immigration laws and regulations, trends in labor migration, and increases in our customers’ personnel costs or the inability of our customers to hire sufficient personnel, which may be amplified in tight labor market conditions, could adversely impact our business, financial position, results of operations, and cash flows.Risk factors (Item 1A)

Also named by CSL, DRI, STRL

U.S. steel tariffs

exposed to its pricenamed as a risk

We may also experience price volatility related to the implementation of tariffs on imported steel or other products.Risk factors (Item 1A)

Also named by WMB

Vendor volume rebate programs

depends onnamed as a risk

The terms on which we purchase products from many of our vendors entitle us to receive a rebate based on the volume of our purchases.Risk factors (Item 1A)