Amendment: SEC Form SC TO-T/A filed by QXO Inc.

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 26)

BEACON ROOFING SUPPLY, INC.

QUEEN MERGERCO, INC.

QXO, INC.

QUEEN HOLDCO, LLC

QUEEN TOPCO, LLC

Common Stock, par value $0.01 per share

073685109

Christopher Signorello

Chief Legal Officer

Five American Lane

Greenwich, CT 06831

(888) 998-6000

Copies to:

Scott A. Barshay

Nickolas Bogdanovich

Stan Richards

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

(212) 373-3000

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 26 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments thereto, this “Schedule TO”), filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2025 by QXO, Inc., a Delaware corporation (“QXO”), and Queen MergerCo, Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of QXO. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Beacon Roofing Supply, Inc., a Delaware corporation (“Beacon”), at $124.35 per Share, to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Amended and Restated Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(G) and (a)(1)(H), respectively, which, together with any amendments or supplements thereto, collectively constitute the “Offer”. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase.

All information contained in the Amended and Restated Offer to Purchase filed as Exhibit (a)(1)(G) to this Amendment, which hereby amends and replaces in its entirety the information contained in the original Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO and the accompanying Amended and Restated Letter of Transmittal filed as Exhibit (a)(1)(H) to this Amendment, which hereby amends and replaces in its entirety the information contained in the original Letter of Transmittal filed as Exhibit (a)(1)(B) to the Schedule TO, including all schedules thereto, is hereby incorporated by reference in response to Items 1 through 9 and Item 11 in this Schedule TO. The Items of Schedule TO are hereby amended and supplemented as provided in the Amended and Restated Offer to Purchase and the accompanying Amended and Restated Letter of Transmittal filed as Exhibits (a)(1)(G) and (a)(1)(H) to this Amendment.

The Expiration Date of the Offer is extended until 5:00 p.m., New York City time, on April 14, 2025, unless further extended. As of 5:00 p.m., New York City time, on March 31, 2025, 26,359,566 Shares have been validly tendered and not properly withdraw in the Offer, representing approximately 42.66% of the issued and outstanding Shares, as of such time. Shareholders who have already tendered their Shares need not take further action in response to this extension.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.