QXO, Inc. — Proxy Solicitation & Information Statement 2025

Jan 27, 2025

DFAN14A 1 ny20042047x2_dfan14a.htm DFAN14A Licensed to: Broadridge Document created using Broadridge PROfile 25.1.1.5279 Copyright 1995 - 2025 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material under § 240.14a-12

BEACON ROOFING SUPPLY, INC.

(Name of Registrant as Specified In Its Charter)

QXO, INC.

BRAD JACOBS

IHSAN ESSAID

MATT FASSLER

MARK MANDUCA

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

On January 27, 2025, QXO, Inc. (“QXO”) issued a press release in connection with announcing the commencement of its tender offer to acquire Beacon Roofing Supply, Inc. (“Beacon”) for $124.25 per share in cash. A copy of the press release is filed herewith as Exhibit 1 .

On January 27, 2025, QXO also filed a Schedule TO with the Securities and Exchange Commission in connection with the announcement of the tender offer. A copy of the Offer to Purchase, Exhibit (a)(1) to the Schedule TO, is filed herewith as Exhibit 2 .