qxo-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-K

____________________________

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2024

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-38063

QXO, INC.

(Exact name of registrant as specified in its charter)


Delaware			16-1633636
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Five American Lane

Greenwich, CT 06831

(Address of principal executive offices)

(888) 998-6000

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	QXO	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	o	Accelerated filer	o
Non-accelerated Filer	x	Smaller Reporting Company	x
		Emerging growth company	o

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $47.7 million as of June 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), based upon the closing price of the common stock on that date.

As of February 25, 2025, the registrant had 409,430,195 shares of its common stock, par value $0.00001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement (“Proxy Statement”) relating to the 2025 Annual Meeting of Stockholders, to be held on May 12, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The registrant’s Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2024.

TABLE OF CONTENTS


		Page No.
PART I

Item 1.	Business	5
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	16
Item 1C.	Cybersecurity	17
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Reserved	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 8.	Financial Statements and Supplementary Data	25
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	47
Item 9A.	Controls and Procedures	48
Item 9B.	Other Information	48
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	49

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	49
Item 11.	Executive Compensation	49
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
Item 13.	Certain Relationships and Related Transactions, and Director Independence	49
Item 14.	Principal Accounting Fees and Services	49

PART IV

Item 15.	Exhibits and Financial Statement Schedules	50
Item 16.	Form 10-K Summary	51
	Signatures	52

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets and goals are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. 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. Factors that could cause actual results to differ materially from those described herein include, among others:

•risks associated with potential significant volatility and fluctuations in the market price of the Company’s common stock;

•risks associated with raising additional equity or debt capital from public or private markets to pursue the Company’s business plan, including potentially one or more additional private placements of common stock, and the effects that raising such capital may have on the Company and its business, including the risk of substantial dilution or that the Company’s common stock may experience a substantial decline in trading price;

•the possibility that additional future financings may not be available to the Company on acceptable terms or at all;

•the possibility that an active, liquid trading market for the Company’s common stock may not be sustained;

•the possibility that the Company’s outstanding warrants and preferred stock may or may not be converted or exercised, and the economic impact on the Company and the holders of common stock of the Company that may result from either such exercise or conversion, including dilution, or the continuance of the preferred stock remaining outstanding, and the impact its terms, including its dividend, may have on the Company and the common stock of the Company;

•uncertainties regarding the Company’s focus, strategic plans and other management actions;

•the risk that the Company is or becomes highly dependent on the continued leadership of Brad Jacobs as chairman and chief executive officer and the possibility that the loss of Mr. Jacobs in these roles could have a material adverse effect on the Company’s business, financial condition and results of operations;

•the possibility that the concentration of ownership by Mr. Jacobs may have the effect of delaying or preventing a change in control of the Company and might affect the market price of shares of the common stock of the Company;

•the risk that Mr. Jacobs’ past performance may not be representative of future results;

•the risk that the Company is unable to attract and retain world-class talent;

•the risk that the failure to consummate any acquisition expeditiously, or at all, could have a material adverse effect on the Company’s business prospects, financial condition, results of operations or the price of the Company’s common stock;

•risks that the Company may not be able to enter into agreements with acquisition targets on attractive terms, or at all, that agreed acquisitions may not be consummated, or, if consummated, that the anticipated benefits thereof may not be realized and that the Company encounter difficulties in integrating and operating such acquired companies, or that matters related to an acquired business (including operating results or liabilities or contingencies) may have a negative effect on the Company or its securities or ability to implement its business strategy, including that any such transaction may be dilutive or have other negative consequences to the Company and its value or the trading prices of its securities;

•risks associated with cybersecurity and technology, including attempts by third parties to defeat the security measures of the Company and its business partners, and the loss of confidential information and other business disruptions;

•the possibility that new investors in any future financing transactions could gain rights, preferences and privileges senior to those of the Company’s existing stockholders;

•the possibility that building products distribution industry demand may soften or shift substantially due to cyclicality or seasonality or dependence on general economic and political conditions, including inflation or deflation, interest rates, governmental subsidies or incentives, consumer confidence, labor and supply shortages, weather and commodity prices;

•the possibility that regional or global barriers to trade or a global trade war could increase the cost of products in the building products distribution industry, which could adversely impact the competitiveness of such products and the financial results of businesses in the industry;

•risks associated with periodic litigation, regulatory proceedings and enforcement actions, which may adversely affect the Company’s business and financial performance;

•uncertainties regarding general economic, business, competitive, legal, regulatory, tax and geopolitical conditions; and

•other factors, including those set forth in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including this Annual Report.

The company cautions that forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. The Company undertakes no obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.


(in thousands, except percentages)	Year Ended
						% of net revenue
		December 31, 2024		December 31, 2023		% Change		December 31, 2024		December 31, 2023
Consolidated Statements of Operations
Revenue:
Software product, net		$	15,261	$	14,111	8.1	%	26.8	%	25.9	%
Service and other, net		41,612		40,406		3.0	%	73.2	%	74.1	%
Total revenue, net		56,873		54,517		4.3	%	100.0	%	100.0	%
Cost of revenue:
Product		9,434		8,513		10.8	%	16.6	%	15.6	%
Service and other		24,507		24,390		0.5	%	43.1	%	44.7	%
Total cost of revenue		33,941		32,903		3.2	%	59.7	%	60.3	%
Operating expenses:
Selling, general and administrative expenses		92,943		22,097		320.6	%	163.4	%	40.5	%
Depreciation and amortization expenses		989		828		19.4	%	1.7	%	1.5	%
Total operating expenses		93,932		22,925		309.7	%	165.1	%	42.0	%
Loss from operations		(71,000)		(1,311)		NM		(124.8	%)	(2.4	%)
Interest income (expense), net		121,812		(56)		NM		214.2	%	(0.1	%)
Income (loss) before taxes		50,812		(1,367)		NM		89.3	%	(2.5	%)
Provision (benefit) for income taxes		22,843		(297)		NM		40.2	%	(0.5	%)
Net income (loss)		$	27,969	$	(1,070)	NM		49.2	%	(2.0	%)

NM = Not Meaningful


	Year Ended December 31,
(in thousands)	2024		2023
Reconciliation of net income (loss) to Adjusted EBITDA
Net income (loss)	$	27,969	$	(1,070)
Add (deduct):
Depreciation and amortization	1,122		1,001
Share-based compensation	34,513		41
Interest (income) expense	(121,812)		56
Provision (benefit) for income taxes	22,843		(297)
Transaction costs	12,765		2,986
Severance costs	2,768		—
Adjusted EBITDA	$	(19,832)	$	2,717


			Page No.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)			26

Consolidated Balance Sheets			27

Consolidated Statements of Operations			28

Consolidated Statements of Stockholders’ Equity			29

Consolidated Statements of Cash Flows			30

Notes to Consolidated Financial Statements			31


	December 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	5,068,504	$	6,143
Accounts receivable, net	2,736		2,969
Prepaid expenses and other current assets	18,339		2,684
Total current assets	5,089,579		11,796
Property and equipment, net	445		503
Operating lease right-of-use assets	259		522
Intangible assets, net	4,024		4,919
Goodwill	1,160		1,140
Deferred tax assets	2,603		1,444
Other non-current assets	192		171
Total assets	$	5,098,262	$	20,495
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,194	$	4,563
Accrued expenses	35,692		2,681
Deferred revenue	2,900		3,161
Long-term debt – current portion	—		702
Finance lease obligations – current portion	128		154
Operating lease liabilities – current portion	188		263
Total current liabilities	45,102		11,524
Long-term debt net of current portion	—		994
Finance lease obligations net of current portion	190		247
Operating lease liabilities net of current portion	71		259
Total liabilities	45,363		13,024
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.001 par value; authorized 10,000,000 shares, 1,000,000 and 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively	498,621		—
Common stock, $0.00001 par value; authorized 2,000,000,000 shares, 409,430,195 and 664,448 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively1	4		—
Additional paid-in capital	4,560,503		9,419
Accumulated deficit	(6,229)		(1,948)
Total stockholders’ equity	5,052,899		7,471
Total liabilities and stockholders’ equity	$	5,098,262	$	20,495


	Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares1	Amount
Balance at January 1, 2023	—	$	—	657	$	—	$	10,429	$	(878)	$	9,551
Common stock dividend	—	—		—	—		(1,051)		—		(1,051)
Shares issued for cashless exercise of stock options	—	—		7	—		—		—		—
Share-based compensation	—	—		—	—		41		—		41
Net loss	—	—		—	—		—		(1,070)		(1,070)
Balance at December 31, 2023	—	$	—	664	$	—	$	9,419	$	(1,948)	$	7,471

Issuance of convertible preferred stock and warrants, net of issuance costs	1,000	498,621		—	—		482,917		—		981,538
Issuance of common stock and pre-funded warrants, net of issuance costs	—	—		408,766	4		4,051,099		—		4,051,103
Cash paid for fractional shares	—	—		—	—		(45)		—		(45)
Common stock dividend	—	—		—	—		(17,400)		—		(17,400)
Preferred stock dividend	—	—		—	—		—		(32,250)		(32,250)
Share-based compensation

SEC Form 10-K filed by QXO Inc.