UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): April~~1934 ~~21, 2025~~

~~Beacon~~Date of Report (Date of earliest event reported): ~~Roofing~~April ~~Supply~~29, ~~Inc.~~2025

qxo building products, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42492

36-4173371

(State or Other Jurisdiction

of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

505 Huntmar Park Drive, Suite 300,

Herndon, VA 20170

(Address of Principal Executive Offices) (Zip Code)

(571) 323-3939

(Registrant’s telephone number, including area code)

Beacon Roofing Supply, Inc.

(Former name, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01 per share	BECN	The Nasdaq Global Select Market
Preferred Stock Purchase Rights	N/A	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Introductory ~~2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION~~Note

~~Preliminary~~As ~~Financial~~previously ~~Results~~disclosed ~~for~~in the Current Report on Form 8-K filed with the ~~Three Months~~Securities ~~Ended~~and Exchange Commission (the “SEC”) on March 3120, 2025, QXO Building Products, Inc. (f/k/a Beacon Roofing Supply, Inc.), a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with QXO, Inc., a Delaware corporation (“QXO”), and Queen MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO (“Merger Sub”). This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the Merger Agreement.

OnItem ~~March 20, 2025, QXO, Inc~~1. ~~(“QXO”) entered in an Agreement and Plan of Merger (the “Merger Agreement”) with Beacon Roofing Supply, Inc~~01. ~~(the~~Entry ~~“Company”,~~into ~~“we” or “us”) and Queen MergerCo., Inc.,~~ a ~~wholly~~Material ~~owned~~Definitive subsidiary of QXO (“Merger Sub”), pursuant to which QXO agreed to acquire the Company (the “Acquisition”). In connection with a proposed financing transaction by Merger Sub related to the Acquisition, the Company is disclosing selected preliminary financial results of the Company for the three months ended March 31, 2025, as set forth below.Agreement

~~The~~New Company has not yet finalized its financial results for the three months ended March 31, 2025. However, based on an unaudited preliminary analysis, the Company estimates it will have net sales of $1,898.0 million to $1,918.0 million, net loss of $41.3 million to $45.3 million, adjusted EBITDA of $80.0 million to $84.0 million and capital expenditures of $10.0 million to $15.0 million, in each case, for the three months ended March 31, 2025. The Company reported net sales of $1,912.4 million, net income of $5.6 million, adjusted EBITDA of $103.1 million and capital expenditures of $27.0 million for the three months ended March 31, 2024. The decrease in net sales was primarily due to there being one less selling day in the three months ended March 31, 2025 compared to the same period in 2024. The decrease in adjusted EBITDA was primarily due to a pre-tax loss for the three months ended March 31, 2025 compared to pre-tax income of $4.1 million for the same period in 2024, partially offset by an increase in restructuring costs for the three months ended March 31, 2025. The year-over-year decline in pre-tax income was primarily driven by higher operating expenses, lower gross margins from sales mix and higher interest expenses. The decrease in capital expenditures was primarily due to a decrease in property and equipment purchases during the three months ended March 31, 2025.Notes

~~The~~On ~~following~~April ~~table~~29, ~~presents~~2025, aupon ~~reconciliation~~consummation of the Merger (as defined below), the Company, certain of the Company’s ~~net~~subsidiaries ~~income~~(the “Subsidiary Guarantors”) and Wilmington Trust, National Association (~~loss~~the “Trustee”) entered into the Supplemental Indenture No. 1 to the Indenture, entered into on April 29, 2025, among the ~~most~~Company, ~~comparable~~as ~~GAAP~~successor ~~financial~~by ~~measure~~merger to Merger Sub, the subsidiary guarantors party thereto from time to time ~~adjusted~~and ~~EBITDA~~the Trustee (the “New Notes Indenture”), ~~for~~governing Merger Sub’s 6.75% Senior Secured Notes due 2032 with an initial aggregate principal amount of $2.25 billion (the ~~three~~“New ~~months~~Notes”), ~~ended~~pursuant ~~March~~to which the Company assumed the obligations 31under the New Notes and the New Notes Indenture, ~~2025~~and the Subsidiary Guarantors guaranteed the Company’s obligations under the New Notes and the New Notes Indenture.

	Three Months Ended March 31,
	2025						2024
(in millions)	Low			High
Net income (loss)	$	(45.3	)	$	(41.3	)	$	5.6
Interest expense, net		44.2						39.1
Income taxes		(22.5)						(1.5	)
Depreciation and amortization		54.7						46.6
Stock-based compensation		9.2						7.4
Acquisition costs		0.9						3.0
Restructuring costs		38.8						2.9
Adjusted EBITDA	$	80.0		$	84.0		$	103.1

The New Notes and the related guarantees are secured by first-priority liens on substantially all of the Company’s and the Subsidiary Guarantors’ material owned assets other than the ABL Priority Collateral (as defined below) (the “Notes Priority Collateral”) and by second-priority liens on substantially all of the Company’s and the Subsidiary Guarantors’ inventory, receivables and related assets (the “ABL Priority Collateral”), in each case subject to certain exceptions and permitted liens. The New Indenture and the New Notes include restrictive covenants, events of default and other provisions that are customary for obligations of this type.

~~The~~New ~~foregoing~~Term ~~are~~Loan of limited scope and reflect the Company’s preliminary estimates of unaudited selected financial results for the three months ended March 31, 2025. Ranges have been provided, rather than specific amounts, for the preliminary estimates of the financial information described above because the Company’s unaudited consolidated financial statements for the three months ended March 31, 2025 are not yet available and the Company’s financial closing procedures for the three months ended March 31, 2025 are not yet complete. Such preliminary estimated ranges reflect the Company’s management’s current views based on information available as of the date of this Current Report on Form 8-K, and the Company’s actual unaudited financial results for the three months ended March 31, 2025 may differ from the preliminary estimates presented above as a result of financial and accounting closing and review procedures, including final adjustments, account reconciliations, management’s review of results and the impact of developments that may arise between now and the time the financial results are finalized. The preliminary estimates of unaudited results for the three months ended March 31, 2025 are subject to the completion of the Company’s financial and accounting review procedures and should not be viewed as a substitute for consolidated financial statements prepared in accordance with GAAP for any period, including the period presented.Facility

1On April 29, 2025, upon the consummation of the Merger, the Company entered into the Joinder to Credit Agreement and assumed Merger Sub’s obligations under a Term Loan Credit Agreement, entered into on April 29, 2025 (the “New Term Loan Credit Agreement”), among Queen HoldCo, LLC, a Delaware limited liability company and a wholly-owned subsidiary of QXO (“Holdings”), Merger Sub, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, which provides for senior secured financing consisting of a term loan facility (the “New Term Loan Facility”) in an aggregate principal amount of $2.25 billion, maturing on April 30, 2032, all of which Merger Sub borrowed at closing. All obligations under the New Term Loan Facility are unconditionally guaranteed by Holdings on a limited recourse basis and secured by the equity interests of the Company held by Holdings, guaranteed by each of the Subsidiary Guarantors and secured by a first-priority lien with respect to the Notes Priority Collateral and a second-priority lien with respect to the ABL Priority Collateral. The New Term Loan Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of this type.

~~The~~New ~~preliminary~~ABL estimates included herein have been prepared by, and are the responsibility of, the Company’s management. Ernst & Young LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary estimates. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.Facility

~~The~~On ~~foregoing~~April ~~preliminary~~29, ~~estimates~~2025, ~~supersede~~upon the consummation of the Merger, the Company entered into the Joinder to Credit Agreement and ~~replace~~assumed inMerger ~~their~~Sub’s ~~entirety~~obligations ~~preliminary~~under the ~~estimates~~Asset-Based ~~previously~~Revolving ~~issued~~Credit byAgreement, entered into on April 29, 2025 (the ~~Company~~“New inABL Credit Agreement”), among Holdings, ~~Amendment~~Merger NoSub, the subsidiary borrowers party thereto, the lenders party thereto and Citibank, N.A., 15as administrative agent and collateral agent, which provides for an asset-based revolving credit facility (the “New ABL Facility”) maturing on April 29, 2030 with an aggregate borrowing availability equal to ~~its~~the ~~statement~~lesser of $2,000 million and the borrowing base. At closing, Merger Sub borrowed $400 million under the New ABL Facility. All obligations under the New ABL Facility are unconditionally guaranteed by Holdings on ~~Schedule~~a ~~14D~~limited recourse basis and secured by the equity interests of the Company held by Holdings, guaranteed by each of the Subsidiary Guarantors and secured by a first-9priority lien with respect to the ABL Priority Collateral and a second-priority lien with respect to the Notes Priority Collateral. The New ABL Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of this type.

~~Non-GAAP Financial Measure~~1

~~This~~Item ~~Current Report on Form 8-K includes the non-GAAP measure of adjusted EBITDA~~1.02. ToTermination provide investors with additional information regarding our financial results, we prepare certain financial measures that are not calculated in accordance with GAAP, including adjusted EBITDA, which we define as net income (loss), excluding the impact of ~~interest~~a ~~expense~~Material ~~(net~~Definitive ~~of interest income), income taxes, depreciation and amortization, stock-based compensation, and the adjusting items (as described below).~~Agreement

WeIn ~~use~~connection ~~this~~with ~~supplemental~~the consummation ~~non-GAAP~~of ~~measure~~the toMerger, ~~evaluate~~on ~~financial~~April ~~performance~~29, ~~analyze~~2025, the ~~underlying~~Company ~~trends~~repaid inall ~~our~~loans ~~business~~ and ~~establish~~terminated ~~operational~~all ~~goals~~credit commitments and ~~forecasts~~ ~~that~~all ~~are~~obligations ~~used~~outstanding ~~when~~under (i) ~~allocating~~the ~~resources.~~Amended Weand ~~expect~~Restated toTerm ~~compute~~Loan ~~adjusted~~Credit ~~EBITDA~~Agreement, ~~consistently~~dated ~~using~~as ~~the~~of ~~same~~May ~~methods~~19, ~~each~~2021 ~~period. We~~(as ~~believe~~amended ~~this~~by ~~non-GAAP~~Amendment ~~financial~~No. ~~measure~~1, isdated aas ~~useful~~of ~~measure~~December 21, ~~because~~2021, itAmendment ~~permits~~No. ~~investors~~2, todated ~~better~~as ~~understand~~of ~~changes~~July ~~over~~3, ~~comparative periods~~2023 byand ~~providing~~Amendment ~~financial~~No. ~~results~~3, ~~that~~dated ~~are~~as ~~unaffected~~of byMarch ~~certain~~28, ~~items~~2024), ~~that~~among ~~are~~the ~~not~~Company, ~~indicative~~as ~~of ongoing operating performance.~~borrower, ~~While~~the welenders ~~believe~~and ~~that~~other ~~this~~parties ~~non-GAAP~~from ~~measure~~time ~~is useful~~ to ~~investors~~time ~~when~~party ~~evaluating~~thereto ~~our~~and ~~business~~Citibank, itN.A., isas ~~not~~administrative ~~prepared~~agent and ~~presented~~collateral inagent, ~~accordance~~and (ii) ~~with~~the ~~GAAP,~~Second Amended and ~~therefore~~Restated ~~should~~Credit beAgreement, ~~considered~~dated ~~supplemental~~as inof ~~nature.~~May ~~This~~19, ~~non-GAAP~~2021 ~~measure~~(as ~~should~~amended ~~not~~by beAmendment ~~considered~~No. in1, ~~isolation~~dated or as of December 21, 2021, aAmendment ~~substitute~~No. ~~for~~2, ~~other~~dated ~~financial~~as ~~performance~~of ~~measures~~June ~~presented~~6, in2023 ~~accordance~~and ~~with~~Amendment ~~GAAP~~No. ~~This~~3, ~~non-GAAP~~dated ~~financial~~as ~~measure~~of ~~may~~June ~~have~~28, ~~material limitations~~2024), ~~including~~among the Company, ~~but~~Beacon ~~not~~Sales ~~limited~~Acquisition Inc., toa Delaware corporation, as the ~~exclusion~~U.S. ofborrower, ~~certain~~Beacon ~~costs~~Roofing ~~without~~Supply aCanada ~~corresponding~~Company, ~~reduction~~an ofunlimited ~~net~~liability ~~income~~company ~~for~~organized under the ~~income generated~~laws byof ~~the~~Nova ~~assets~~Scotia, toas ~~which~~the Canadian borrower, the ~~excluded~~lenders ~~costs~~and ~~relate.~~other Inparties ~~addition,~~from ~~this~~time ~~non-GAAP~~to ~~financial~~time ~~measure~~party ~~may~~thereto ~~differ~~and ~~from~~Wells ~~similarly~~Fargo ~~titled~~Bank, ~~measures~~National ~~presented~~Association, byas ~~other~~administrative ~~companies~~agent and collateral agent.

~~Adjusting~~The ~~Items~~descriptions tocontained under ~~Adjusted~~Item ~~EBITDA~~8.01 of this Current Report on Form 8-K are incorporated by reference into this Item 1.02.

~~The~~Item ~~impact~~2.01. Completion of ~~the~~Acquisition ~~following expense~~or ~~(income)~~Disposition ~~items~~of ~~is excluded from adjusted EBITDA (the “adjusting items”):~~Assets

●The ~~Acquisition~~information costs. Represent certain direct and incremental costs related to acquisitions, including: amortization of intangible assets; professional fees, branch integration expenses, travel expenses, employee severance and retention costs, and other personnel expenses classified as selling, general and administrative; gains/losses related to changes contained in ~~fair value of contingent consideration or holdback liabilities; and amortization of debt issuance costs. Acquisition costs are impacted by~~ the ~~timing~~Introductory ~~and~~Note ~~size~~ of ~~the~~this ~~acquisitions.~~Current WeReport ~~exclude acquisition costs from adjusted EBITDA to provide a useful comparison of our operating results to prior periods and to our peer companies because such amounts vary significantly based~~ on ~~the~~Form ~~magnitude~~8-K ofis ~~the~~incorporated ~~acquisition~~herein ~~and~~by ~~do not reflect our core operations~~reference.

●The ~~Restructuring costs~~Offer. ~~Represent~~Pursuant to ~~costs~~the ~~stemming~~Merger ~~from~~Agreement, ~~headcount~~Merger ~~rationalization~~Sub ~~efforts~~offered ~~and~~to ~~certain~~purchase ~~rebranding~~all ~~costs;~~of ~~impact~~the outstanding shares of ~~divestitures;~~common ~~amortization~~stock, par value $0.01 per share, of ~~debt~~the Company ~~issuance~~(the ~~costs;~~“Shares”) ~~debt~~at ~~refinancing~~a ~~and~~price ~~extinguishment~~of ~~costs;~~$124.35 ~~abandoned~~per ~~lease~~share ~~costs;~~(such ~~and~~amount, ~~costs~~the ~~incurred~~“Offer Price”) in ~~connection~~cash, ~~with~~without interest (the ~~QXO~~“Offer”). ~~transaction~~The Offer was extended through 5:00 p.m., WeNew ~~exclude~~York ~~restructuring~~City ~~costs~~time, ~~from~~on ~~adjusted~~April ~~EBITDA~~28, as2025, ~~such~~and ~~items~~at ~~vary~~5:00 ~~significantly~~p.m., ~~based~~New York City time on April 28, 2025, the ~~magnitude~~Offer ofexpired. Computershare Trust Company, N.A., the ~~restructuring~~depository ~~activity~~for ~~and~~the ~~also~~Offer doadvised ~~not~~QXO ~~reflect~~that, ~~expected~~as ~~future~~of the ~~operating~~expiration ~~expenses.~~of ~~Additionally~~the Offer, ~~these~~a ~~costs~~total doof 44,835,447 Shares were validly tendered and not ~~necessarily~~validly ~~provide~~withdrawn ~~meaningful~~prior ~~insight~~to ~~into~~the expiration of the Offer, ~~current~~representing orapproximately ~~past~~72.06% ~~core~~of ~~operations~~the Shares outstanding as of ~~our~~the ~~business~~expiration of the Offer.

~~The~~As ~~information in~~of ~~this~~the ~~Item~~expiration ~~2.02~~of isthe Offer, ~~furnished~~the ~~solely~~number ~~pursuant to Item 2.02~~ of ~~Form~~Shares ~~8-K.~~validly ~~Consequently,~~tendered ~~such~~and ~~information~~not isvalidly ~~not~~withdrawn ~~deemed~~prior ~~“filed” for~~to the ~~purposes~~expiration of ~~Section~~the 18Offer, ofwhen added to the ~~Securities~~100 ~~Exchange~~Shares then ~~Act~~owned ofby ~~1934,~~QXO asand ~~amended~~Merger Sub (~~the~~representing ~~“Exchange~~less ~~Act”),~~than or1% ~~otherwise~~of ~~subject to~~ the ~~liabilities~~Shares outstanding as of ~~that~~the ~~section.~~expiration ~~Further,~~of the ~~information~~Offer), insatisfied ~~this~~the Minimum ~~Item~~Condition ~~2.02~~(as ~~shall~~defined ~~not~~in bethe ~~deemed~~Merger toAgreement), beand ~~incorporated~~all byother ~~reference~~conditions ~~into any~~to of the ~~Company’s~~Offer ~~filings~~were ~~under~~satisfied ~~the~~or ~~Securities~~waived ~~Act~~by ofQXO. ~~1933~~On April 29, ~~as amended~~2025, orMerger ~~the~~Sub ~~Exchange~~irrevocably ~~Act,~~accepted ~~except~~for aspayment ~~shall~~all beshares ~~expressly~~of ~~set forth~~the byShares ~~specific~~validly ~~reference~~tendered inand ~~such~~not avalidly ~~filing~~withdrawn pursuant to the Offer.

2The Merger. Following consummation of the Offer, on April 29, 2025, Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of QXO (the “Surviving Corporation”), without a vote of the stockholders of the Company, in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) and subject to the terms and conditions of the Merger Agreement.

~~CAUTIONARY~~Pursuant ~~STATEMENT~~to ~~REGARDING~~the ~~FORWARD-LOOKING~~Merger Agreement, ~~STATEMENTS~~at the Effective Time (as defined in the Merger Agreement), each Share outstanding that was not tendered and accepted pursuant to the Offer, including, for the avoidance of doubt, Shares received from the settlement of RSU Awards and PSU Awards (both as defined below) or the exercise of options prior to the Effective Time (each, as defined below) (other than (i) Shares owned by QXO, Merger Sub or any other direct or indirect wholly owned Subsidiary of QXO at the commencement of the Offer and which were owned by QXO, Merger Sub or any other direct or indirect wholly owned Subsidiary of QXO immediately prior to the Effective Time and not, in each case, held on behalf of third parties, (ii) Shares held in treasury of the Company or held by any direct or indirect wholly owned Subsidiary of the Company, (iii) Shares irrevocably accepted for purchase in the Offer and (iv) Shares held by stockholders of the Company who have demanded appraisal of such Shares pursuant to, and who comply in all respects with, Section 262 of the DGCL) was thereupon cancelled and automatically converted into the right to receive cash in an amount equal to the Offer Price, without interest (the “Merger Consideration”).

This Current Report on Form 8-K includes forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements with respect to selected preliminary unaudited financial results for the Company’s quarter ended March 31, 2025, which are subject to finalization and contingencies associated with the Company’s quarterly financial and accounting procedures. These statements are based on the beliefs and assumptions of management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations.2

~~Forward-looking statements~~Treatment can be identified by the fact that they do not relate strictly to historic or current facts and often use words such as “estimate,” “expect,” “believe,” “propose” and other words and expressions of ~~similar meaning. Investors are cautioned~~Outstanding ~~not~~Equity ~~to place undue reliance on forward-looking statements~~Awards. ~~Actual~~Pursuant ~~results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited~~ to, ~~those set forth in~~ the ~~“Risk~~terms ~~Factors” section~~ of the ~~Company’s~~Merger ~~Form 10-K for the fiscal year ended December 31~~Agreement, 2024, and subsequent filings with the U.S. Securities and Exchange Commission, as well as the factors set forth in Item 2.02 above. The Company may not succeed in addressing these and other risks. Consequently, all forward-looking statements in this Current Report on Form 8-K are qualified by the factors, risks and uncertainties referenced above and readers are cautioned not to place undue reliance on forward-looking statements. In addition, the forward-looking statements included in this Current Report on Form 8-K represent the Company’s views as of the date of this Current Report on Form 8-K and these views could change. However, while the Company may elect to update these forward-looking statements at ~~some point,~~ the ~~Company specifically~~Effective disclaims any obligation to do so, other than as required by federal securities laws. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report on Form 8-K.Time:

~~ADDITIONAL~~(i) ~~INFORMATION~~each ~~AND~~restricted ~~WHERE~~stock TOunit ~~FIND~~award ITfor which vesting is solely based on service-based conditions (each, a “RSU Award”) that was held by a non-employee member of the board of directors of the Company (the “Board”), whether vested or unvested as of the Effective Time (each, a “Cash-Out RSU Award”) was accelerated in full and was cancelled and entitled the holder thereof to receive an amount in cash equal to the sum of (1) the product of (A) the Merger Consideration multiplied by (B) the number of Shares subject to such Cash-Out RSU Award and (2) any accrued and unpaid dividends or dividend equivalent rights corresponding to such Cash-Out RSU Award; and

~~This~~(ii) ~~communication~~each is(1) ~~being~~option ~~made~~to inpurchase ~~respect~~Shares, of(2) ~~the~~RSU ~~pending~~Award ~~transactions~~that ~~involving~~is ~~the~~not ~~Company~~a Cash-Out RSU Award (each, ~~Merger~~an ~~Sub~~“Assumed RSU Award”) and ~~QXO~~(3) ~~contemplated~~outstanding byaward ~~the Merger~~of ~~Agreement.~~restricted ~~The~~stock ~~information~~units ~~contained~~for ~~herein~~which ~~does~~vesting ~~not~~is ~~constitute~~based anon ~~offer~~service-based toconditions ~~purchase~~and orperformance-based conditions (each, a ~~solicitation~~“PSU ofAward”), anwas ~~offer~~converted into corresponding QXO equity awards (and, with respect to ~~sell~~each PSU Award, with the ~~Company’s~~ ~~securities.~~performance-based ~~QXO~~vesting condition deemed satisfied at target and ~~Merger~~being ~~Sub~~converted ~~filed~~into aan ~~tender~~award ~~offer~~of ~~statement~~QXO restricted stock units for which vesting is solely based on ~~Schedule~~service-based TOconditions), (in each case, based on an exchange ratio equal to the ~~“Tender~~quotient ~~Offer~~obtained ~~Statement”~~by dividing (A) ~~with~~ the ~~SEC,~~Merger ~~and~~Consideration by (B) the ~~Company~~volume-weighted ~~filed~~average atrading ~~solicitation/recommendation~~price ~~statement~~of QXO’s common stock on ~~Schedule~~the ~~14D-9~~New (York Stock Exchange as reported by Bloomberg for the ~~“Solicitation/Recommendation Statement”~~five (5) ~~with~~consecutive ~~respect~~trading todays ending on the ~~tender~~trading ~~offer~~day ~~with~~immediately preceding the ~~SEC~~closing, asin each ~~may~~case, besubject ~~amended~~to ~~from~~the ~~time~~same terms and conditions applicable to ~~time.~~such ~~INVESTORS~~awards ~~AND~~(excluding ~~SECURITY~~performance-based ~~HOLDERS ARE~~vesting ~~URGED~~terms) TOimmediately ~~CAREFULLY~~prior ~~READ~~to ~~THESE~~the ~~MATERIALS~~Effective ASTime; ~~THEY~~provided ~~CONTAIN~~that ~~IMPORTANT~~any ~~INFORMATION~~amounts ~~THAT~~relating ~~INVESTORS~~to ~~AND~~accrued ~~STOCKHOLDERS~~and ~~SHOULD~~unpaid ~~CONSIDER~~dividends ~~BEFORE MAKING~~or ~~ANY~~dividend ~~DECISION~~equivalent ~~REGARDING~~rights ~~TENDERING~~corresponding ~~THEIR~~to ~~COMMON~~an ~~STOCK,~~Assumed ~~INCLUDING~~RSU ~~THE~~Award ~~TERMS~~or ~~AND~~a ~~CONDITIONS~~PSU OFAward ~~THE~~were ~~TENDER~~converted ~~OFFER~~into dividend equivalent rights on the corresponding QXO equity awards.

The ~~Tender~~foregoing ~~Offer~~description of ~~Statement,~~ the ~~Solicitation/Recommendation Statement~~Merger ~~and~~Agreement ~~related~~does ~~materials~~not ~~are~~purport ~~filed~~to ~~with~~be ~~the~~complete ~~SEC,~~ and ~~investors~~is ~~and~~subject ~~security~~to, ~~holders may obtain a free copy of these materials~~ and ~~other~~qualified ~~documents~~in ~~filed~~its entirety by ~~QXO~~reference ~~and~~to, the ~~Company~~full ~~with~~text of the ~~SEC~~Merger atAgreement, ~~the~~a ~~website~~copy ~~maintained~~of bywhich ~~the~~was ~~SEC~~filed atas ~~www~~Exhibit 2.~~sec.gov.~~1 Into ~~addition, these~~the ~~materials~~Current ~~will~~Report beon ~~made~~Form ~~available~~8-K tofiled ~~all~~by ~~investors and security holders of~~ the Company ~~free~~with ~~of charge from~~ the ~~information agent~~SEC ~~for~~on ~~the~~March ~~tender offer: Innisfree M&A Incorporated~~20, ~~501~~2025 ~~Madison~~and ~~Avenue,~~is ~~20th~~incorporated ~~Floor,~~herein ~~New~~by ~~York, NY 10022, toll-free telephone: +1 (888) 750-5834~~reference.

3Rights Agreement. As previously disclosed, on January 27, 2025, the Board adopted a stockholder rights agreement and declared a dividend of one right (a “Right”) for each outstanding Share. Each Right entitled the holder thereof under certain circumstances to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share. The terms of the Rights were set forth in a Stockholder Rights Agreement, dated as of January 27, 2025, as amended by Amendment No. 1 to Rights Agreement, dated as of March 20, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agreement”).

~~SIGNATURES~~As a result of the consummation of the Merger, the Rights and the Rights Agreement were automatically terminated pursuant to the terms of the Rights Agreement.

~~Pursuant~~Item to2.03. ~~the~~Creation ~~requirements~~ of ~~the~~a ~~Securities~~Direct ~~Exchange~~Financial ~~Act~~Obligation ofor ~~1934,~~an Obligation asunder ~~amended,~~an ~~the~~Off-Balance ~~registrant~~Sheet ~~has~~Arrangement ~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 21st day~~ of ~~April,~~a ~~2025~~Registrant.

~~BEACON~~The ~~ROOFING~~descriptions ~~SUPPLY,~~contained under ~~INC~~Item 1.01 ~~By:~~of ~~/s/~~this ~~Prithvi~~Current S.Report ~~Gandhi~~on ~~Name:~~Form ~~Prithvi~~8-K S.are ~~Gandhi~~incorporated ~~Title:~~by ~~Executive~~reference ~~Vice~~into ~~President~~this ~~and~~Item ~~Chief Financial Officer~~2.03.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On April 29, 2025, in connection with the consummation of the Merger, the Company (i) notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (x) suspend trading of the Shares prior to the open of trading on the Closing Date, (y) withdraw the Shares from listing on Nasdaq and (z) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with the Company’s request, Nasdaq filed a Form 25 on April 29, 2025 to provide notification of such delisting and to effect the deregistration of the Shares under Section 12(b) of the Exchange Act. The delisting of the Shares from Nasdaq will be effective 10 days after the filing of the Form 25. As a result, the Shares, which previously traded under the symbol “BECN”, will no longer be listed on Nasdaq. Upon the effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the Company’s securities and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information contained in the Introductory Note and Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03. Material Modification to Rights of Security Holders

The information contained in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Change in Control of Registrant

The information contained in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, a change in control of the Company occurred. Following the consummation of the Merger, the Company became a wholly owned subsidiary of QXO. The Merger was financed with a combination of the issuance of the New Notes, the issuance of new term loans under the New Term Loan Facility, borrowings under the New ABL Facility and QXO’s previously announced equity offerings and cash on its balance sheet.

Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Directors; Election of Directors

Effective as of the Effective Time, each of Stuart A. Randle, Julian Francis, Major General (Ret.) Barbara G. Fast, Alan Gershenhorn, Melanie M. Hart, Racquel H. Mason, Robert M. McLaughlin, Earl Newsome, Jr., Neil S. Novich and Douglas L. Young ceased to be a member of the Board and all committees thereof. In accordance with the terms of the Merger Agreement, the members of the board of directors of Merger Sub immediately prior to the Effective Time became members of the Board effective as of the Effective Time.

Departure of Officers; Appointment of Certain Officers

Effective as of the Effective Time, each of the officers of the Company immediately prior to the Effective Time ceased to be an officer of the Company. In accordance with the terms of the Merger Agreement, the officers of Merger Sub immediately prior to the Effective Time became the officers of the Surviving Corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the consummation of the Merger and the Offer, the Company’s certificate of incorporation and its bylaws, as in effect immediately prior to the Effective Time, were each amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 8.01. Other Events

In connection with the transactions contemplated by the Merger Agreement: (i) on March 28, 2025, the Company caused to be issued to the holders of its $300,000,000 aggregate principal amount of 4.500% Senior Secured Notes due 2026 (the “2026 Notes”) a notice of conditional redemption to redeem on April 29, 2025 (the “2026 Notes Redemption Date”) all of the 2026 Notes then outstanding at a redemption price equal to 100% of the principal amount of the 2026 Notes redeemed plus accrued and unpaid interest to, but excluding, the 2026 Notes Redemption Date; (ii) on April 17, 2025, the Company caused to be issued to the holders of its $350,000,000 aggregate principal amount of 4.125% Senior Notes due 2029 (the “2029 Notes”) a notice of conditional redemption to redeem on May 15, 2025 (the “2029 Notes Redemption Date”) all of the 2029 Notes then outstanding at a redemption price equal to 101.031% of the principal amount of the 2029 Notes redeemed plus accrued and unpaid interest to, but excluding, the 2029 Notes Redemption Date; and (iii) on April 17, 2025, the Company caused to be issued to the holders of its $600,000,000 aggregate principal amount of 6.500% Senior Secured Notes due 2030 (the “2030 Notes” and, together with the 2026 Notes and the 2029 Notes, the “Notes”) a notice of conditional redemption to redeem on April 29, 2025 (the “2030 Notes Redemption Date”) all of the 2030 Notes then outstanding at a redemption price equal to 100% of the principal amount of the 2030 Notes redeemed plus a “make-whole” premium as described in the indenture governing the 2030 Notes plus accrued and unpaid interest to, but excluding, the 2030 Notes Redemption Date. The Company’s obligations to redeem the 2026 Notes, the 2029 Notes and the 2030 Notes was conditioned upon the consummation of Merger on or prior to the applicable redemption date (the “Merger Condition”).

On April 29, 2025, the Merger Condition was satisfied, and the Company redeemed all outstanding 2026 Notes and 2030 Notes and caused to be deposited with the trustee for the 2029 Notes sufficient funds for the redemption of the 2029 Notes on the 2029 Notes Redemption Date. Upon redemption of the 2026 Notes and the 2030 Notes and the deposit of the funds for the redemption of the 2029 Notes, each of the indentures governing each series of Notes (each, an “Indenture”) was satisfied and discharged, and, as a result, each of the Company and its subsidiary guarantors has been released from its respective obligations with respect to each Indenture and each series of Notes, except with respect to those provisions of each Indenture that, by their respective terms, survive the satisfaction and discharge of such Indenture.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Index

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of March 20, 2025, by and among QXO, Inc., QXO Building Products, Inc. (f/k/a Beacon Roofing Supply, Inc.) and Queen MergerCo, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 20, 2025, File No. 001-42492)*
3.1		Third Amended and Restated Certificate of Incorporation of QXO Building Products, Inc.
3.2		Amended and Restated Bylaws of QXO Building Products, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 29, 2025

	QXO BUILDING PRODUCTS, INC.

	By:	/s/ Christopher Signorello
	Name:	Christopher Signorello
	Title:	Chief Legal Officer

Filing Compare · QXO BUILDING PRODUCTS, INC.