QXO, Inc. 8-K
Research Summary
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QXO, Inc. Files 8‑K for TopBuild Acquisition; Provides Kodiak & TopBuild Financials
What Happened
QXO filed an 8‑K on May 18, 2026 in connection with its announced acquisition of TopBuild Corp. (agreement dated April 20, 2026). The filing furnishes audited and unaudited consolidated financial statements for recently acquired Kodiak Building Partners Inc. (Kodiak) and for TopBuild, plus unaudited pro forma combined financial information showing the Companies’ results as if the Acquisitions had occurred earlier. The filing also includes auditor consents from KPMG LLP (Kodiak’s auditor) and PricewaterhouseCoopers LLP (TopBuild’s auditor). QXO noted prior completed transactions: the Beacon Acquisition closed April 29, 2025 and the Kodiak Acquisition closed April 1, 2026.
Key Details
- Filing date: May 18, 2026; TopBuild merger agreement dated April 20, 2026.
- Kodiak financials: audited consolidated statements for year ended December 31, 2025 and unaudited Q1 2026 results (March 31, 2026).
- TopBuild financials: audited statements for years 2023–2025 and unaudited Q1 2026 results; both sets incorporated by reference to TopBuild SEC filings.
- Unaudited pro forma combined financials: pro forma statements of operations for the three months ended March 31, 2026 and year ended December 31, 2025 (as if the Acquisitions occurred Jan 1, 2025) and a pro forma balance sheet as of March 31, 2026 (as if Kodiak and TopBuild acquisitions occurred on March 31, 2026).
- Auditor consents from KPMG and PwC are included.
Why It Matters
This 8‑K gives investors the target companies’ audited and interim financials and a pro forma view of QXO combined with Beacon, Kodiak and TopBuild—information that helps assess the scale and financial impact of the proposed TopBuild acquisition. The filing also signals next steps: QXO expects to file a Form S‑4 (joint proxy/prospectus) and investors should review that future filing for detailed transaction terms, risks and shareholder voting information. The 8‑K does not update QXO’s previously filed financial statements.
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