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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Beacon Roofing Supply, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-42492 QXO BUILDING PRODUCTS, INC. (Exact name of registrant as specifie |
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| April 29, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025 As filed with the Securities and Exchange Commission on April 29, 2025 Registration Statement No. |
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| April 29, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025 As filed with the Securities and Exchange Commission on April 29, 2025 Registration Statement No. |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 20) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685 |
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| April 29, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025 As filed with the Securities and Exchange Commission on April 29, 2025 Registration Statement No. |
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| April 29, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025 As filed with the Securities and Exchange Commission on April 29, 2025 Registration Statement No. |
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| April 29, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025 As filed with the Securities and Exchange Commission on April 29, 2025 Registration No. |
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| April 29, 2025 |
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 (Date of earliest event reported): April 29, 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) (Commiss |
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| April 29, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025 S-8 POS 1 ea023944301-s8posqxobuild.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on April 29, 2025 Registration Statement No. 333-119747 Registration Statement No. 333-150773 Registration Statement No. 333-172142 Registration Statement No. 333-193904 Registration Statement No. 333-210416 Registration Statement No. 333-242402 Registration State |
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| April 29, 2025 |
Exhibit 3.1 THIRD Amended and restated CERTIFICATE OF INCORPORATION of QXO BUILDING PRODUCTS, INC. ARTICLE I Name The name of the corporation is QXO Building Products, Inc. (the “Corporation”). ARTICLE II Address; Registered Office and Agent The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 1980 |
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| April 29, 2025 |
AMENDED AND RESTATED BYLAWS OF QXO BUILDING PRODUCTS, INC. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF QXO BUILDING PRODUCTS, INC. ARTICLE 1. OFFICES 1.1 Registered Office. The registered office of the Corporation shall be located at such place in Delaware as the Board of Directors from time to time determines and sets forth in the Certificate of Incorporation. 1.2 Other Offices. The Corporation may also have offices or branches at such other places as the |
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| April 29, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025 As filed with the Securities and Exchange Commission on April 29, 2025 Registration Statement No. |
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| April 29, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025 As filed with the Securities and Exchange Commission on April 29, 2025 Registration Statement No. |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 34) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| April 29, 2025 |
As filed with the Securities and Exchange Commission on April 29, 2025 As filed with the Securities and Exchange Commission on April 29, 2025 Registration Statement No. |
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| April 28, 2025 |
Email from QXO’s Chief Human Resources Officer Sent to Employees of Beacon April 25, 2025 Exhibit (a)(5)(KK) Email from QXO’s Chief Human Resources Officer Sent to Employees of Beacon April 25, 2025 Never stop building To our Future Colleagues, I’m pleased to share with you that QXO is expected to acquire Beacon on Tuesday, April 29. |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 33) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-42492 BEACON ROOFING SUPPLY |
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| April 21, 2025 |
QXO Extends Tender Offer to Acquire Beacon Roofing Supply Exhibit (a)(5)(II) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn. |
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| April 21, 2025 |
Results of Operations and Financial Condition 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 (Date of earliest event reported): April 21, 2025 Beacon Roofing Supply, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42492 36-4173371 (State or Other Jurisdiction of Incorporation) (Commiss |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 19) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685 |
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| April 21, 2025 |
Excerpt from Beacon Roofing Supply, Inc. Current Report on Form 8-K April 21, 2025 Exhibit (a)(5)(JJ) On April 21, 2025, Beacon Roofing Supply, Inc. filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K, an excerpt of which is reproduced below. Excerpt from Beacon Roofing Supply, Inc. Current Report on Form 8-K April 21, 2025 Preliminary Financial Results for the Three Months Ended March 31, 2025 On March 20, 2025, QXO, Inc. (“QXO”) entered in an |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 18) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 31) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 32) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 17) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685 |
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| April 14, 2025 |
QXO Extends Tender Offer to Acquire Beacon Roofing Supply Exhibit (a)(5)(HH) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn. |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 30) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| April 10, 2025 |
Employee FAQ issued by the Company on April 9, 2025. Exhibit (a)(32) FAQ - General 1. What has happened since the acquisition was announced? ● We’ve been listening. ● Following the March 20 Zoom Town Hall with Brad, which was attended by more than 3,000 Beacon employees, we’ve continued to listen. ● QXO’s team has been meeting with Beacon team members in the branches, in the corporate offices and on video calls. We’ve gathered information about what |
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| April 10, 2025 |
Exhibit (a)(5)(GG) FAQ - General 1. What has happened since the acquisition was announced? · We’ve been listening. · Following the March 20 Zoom Town Hall with Brad, which was attended by more than 3,000 Beacon employees, we’ve continued to listen. · QXO’s team has been meeting with Beacon team members in the branches, in the corporate offices and on video calls. We’ve gathered information about w |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 16) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685 |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 29) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| April 2, 2025 |
Exhibit (a)(5)(FF) On April 2, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc. (“QXO”), issued the following LinkedIn post. The LinkedIn post referred to an article posted on Roofing Contractor on April 2, 2025, a copy of which is reproduced as Article 1 below. This reporter explains better what we’re doing than we do Article 1: QXO’s AI-Driven Plans for the ‘New’ Beacon Bldg. Supply Roofing Cont |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 28) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| April 2, 2025 |
Exhibit (a)(5)(EE) On April 1, 2025, QXO, Inc. (“QXO”) updated the Newsroom section of its website, which website is available at www.qxo.com/news. Copies of the new materials posted to the website are filed herewith. Copies of the new articles referenced on the website are reproduced as Article 1, Article 2 and Article 3 below. In the news 3/25/2025 Beacon Employees Imagine Their New Future Under |
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| April 1, 2025 |
Excerpts from the Company’s Annual Report on Form 10-K, filed on March 31, 2025.* Exhibit (e)(1) ITEM 11. EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS This Compensation Discussion and Analysis provides detail on the Company’s compensation for our Chief Executive Officer, each individual who served as our Chief Financial Officer during Fiscal Year 2024, and the three other most highly compensated executive officers (collectively, our “NEOs”), including the overall |
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| April 1, 2025 |
QXO Extends and Amends Tender Offer to Acquire Beacon Roofing Supply Exhibit (a)(5)(DD) QXO Extends and Amends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn. |
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| April 1, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) BEACON ROOFING SUPPLY, INC. |
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| April 1, 2025 |
Exhibit (a)(1)(H) AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Beacon Roofing Supply, Inc. |
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| April 1, 2025 |
Exhibit (a)(1)(K) Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc. |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 15) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| April 1, 2025 |
QXO, Inc. Five American Lane Greenwich, CT 06831 Exhibit (d)(2) STRICTLY CONFIDENTIAL QXO, Inc. Five American Lane Greenwich, CT 06831 March 10, 2025 Beacon Roofing Supply, Inc. 505 Huntmar Park Drive, Suite 300 Herndon, VA 20170 Ladies and Gentlemen: In connection with the consideration by QXO, Inc. (the “Receiving Party”) of a possible transaction (a “Transaction”) involving Beacon Roofing Supply, Inc. (the “Disclosing Party” and collectively |
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| April 1, 2025 |
Exhibit (a)(1)(J) INNISFREE M&A INCORPORATED Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc. |
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| April 1, 2025 |
Exhibit (e)(22) STRICTLY CONFIDENTIAL QXO, Inc. Five American Lane Greenwich, CT 06831 March 10, 2025 Beacon Roofing Supply, Inc. 505 Huntmar Park Drive, Suite 300 Herndon, VA 20170 Ladies and Gentlemen: In connection with the consideration by QXO, Inc. (the “Receiving Party”) of a possible transaction (a “Transaction”) involving Beacon Roofing Supply, Inc. (the “Disclosing Party” and collectively |
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| April 1, 2025 |
TABLE OF CONTENTS Exhibit (a)(1)(G) Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc. |
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| April 1, 2025 |
Exhibit (a)(1)(I) AMENDED AND RESTATED NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF BEACON ROOFING SUPPLY, INC. |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 27) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-42492 BEACON RO |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| March 31, 2025 |
EXHIBIT 4.1 DESCRIPTION OF COMMON STOCK The following summary description sets forth some of the general terms and provisions of the common stock, par value $0.01 per share (the “Common Stock”), of Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”). Because this is a summary description, it does not contain all of the information that may be important to you. For a more detailed d |
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| March 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 25) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 28, 2025 |
Bloomberg Odd Lots Interview Transcript March 27, 2025 Exhibit (a)(5)(CC) On March 27, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc. (“QXO”), issued the following LinkedIn post. The LinkedIn post referred to Mr. Jacobs’s interview on the Bloomberg podcast Odd Lots on March 27, 2025, the transcript of which is reproduced below. Bloomberg Odd Lots Interview Transcript March 27, 2025 Tracy Alloway: Hello, and welcome to another episode of the Odd Lots |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 24) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 27, 2025 |
Exhibit (a)(5)(BB) On March 26, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc. (“QXO”), issued the following LinkedIn post. The LinkedIn post referred to an article posted on Roofing Contractor on March 26, 2025, a copy of which is reproduced as Article 1 below. Article 1: Beacon Employees Imagine Their New Future Under QXO Roofing Contractor By Bryan Gottlieb March 26, 2025 § As details get iro |
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| March 24, 2025 |
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 (Date of earliest event reported): March 20, 2025 BEACON ROOFING SUPPLY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42492 36-4173371 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 23) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 21, 2025 |
CNBC Squawk Box Interview Transcript March 20, 2025 Exhibit (a)(5)(AA) On March 21, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc. (“QXO”), issued the following LinkedIn post. The LinkedIn post referred to Mr. Jacobs’s interview on CNBC’s Squawk Box on March 20, 2025, the transcript of which is reproduced below. CNBC Squawk Box Interview Transcript March 20, 2025 David Faber: Joining us is QXO’s chairman and CEO, Brad Jacobs, right here on set. N |
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| March 20, 2025 |
Exhibit (d)(1) AGREEMENT AND PLAN OF MERGER by and among QXO, INC., QUEEN MERGERCO, INC. and BEACON ROOFING SUPPLY, INC. Dated as of March 20, 2025 TABLE OF CONTENTS Page ARTICLE I The Offer and the Merger 2 1.1 The Offer 2 1.2 Company Action 4 1.3 The Merger 6 1.4 Consummation of the Merger 6 1.5 Effective Time 6 1.6 Effects of the Merger 6 1.7 Proxy Contest and Related Matters 6 1.8 Charter and |
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| March 20, 2025 |
QXO to Acquire Beacon Roofing Supply for $11 Billion Exhibit 99.1 QXO to Acquire Beacon Roofing Supply for $11 Billion GREENWICH, Conn. and HERNDON, Va. – March 20, 2025 – QXO, Inc. (NYSE: QXO) and Beacon Roofing Supply, Inc. (Nasdaq: BECN) today announced that they have entered into a definitive merger agreement under which QXO will acquire Beacon for $124.35 per share in cash. Beacon is a leading distributor of roofing, waterproofing and exterior |
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| March 20, 2025 |
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 (Date of earliest event reported): March 20, 2025 Beacon Roofing Supply, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42492 36-4173371 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 20, 2025 |
Joint Press Release, dated March 20, 2025. Exhibit (a)(26) QXO to Acquire Beacon Roofing Supply for $11 Billion GREENWICH, Conn. |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 22) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 20, 2025 |
Message to employees issued by the Company on March 20, 2025. Exhibit (a)(27) Message to employees issued by the Company on March 20, 2025. Team, Moments ago, Beacon announced that we have entered into a definitive agreement to be acquired by QXO for $124.35 per outstanding share, a total transaction value of approximately $11 billion. I’d like to provide some information on why we entered into this transaction, why now, and what it means for Beacon and our |
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| March 20, 2025 |
QXO to Acquire Beacon Roofing Supply for $11 Billion Exhibit (a)(5)(Y) QXO to Acquire Beacon Roofing Supply for $11 Billion GREENWICH, Conn. |
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| March 20, 2025 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among QXO, INC., QUEEN MERGERCO, INC. and BEACON ROOFING SUPPLY, INC. Dated as of March 20, 2025 TABLE OF CONTENTS Page ARTICLE I The Offer and the Merger 2 1.1 The Offer 2 1.2 Company Action 5 1.3 The Merger 6 1.4 Consummation of the Merger 6 1.5 Effective Time 6 1.6 Effects of the Merger 6 1.7 Proxy Contest and Related Matters 6 1.8 Charter and Byl |
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| March 20, 2025 |
Employee FAQ issued by the Company on March 20, 2025. Exhibit (a)(28) Employee FAQ issued by the Company on March 20, 2025. 1. Why did we enter into this transaction? Why now? ● Since QXO first made the proposal to acquire us last fall, our Board has done significant work to evaluate strategic alternatives to enhance value for all shareholders, including for our employee shareholders. ● We have also taken into account the current uncertain macro envi |
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| March 20, 2025 |
LinkedIn post, made available by the Company on March 20, 2025. Exhibit (a)(29) LinkedIn post, made available by the Company on March 20, 2025. |
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| March 20, 2025 |
Exhibit 4.1 AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENT This Amendment No. 1 to Stockholder Rights Agreement (this “Amendment”) is made and entered into as of March 20, 2025, by and between Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”), and amends that certain |
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| March 20, 2025 |
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 (Date of earliest event reported): March 20, 2025 Beacon Roofing Supply, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42492 36-4173371 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 20, 2025 |
QXO Extends Tender Offer to Acquire Beacon Roofing Supply Exhibit (a)(5)(Z) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn. |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 14) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685 |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 13) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685 |
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| March 19, 2025 |
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 State |
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| March 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 21) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 19, 2025 |
QXO Extends Tender Offer to Acquire Beacon Roofing Supply Exhibit (a)(5)(X) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn. |
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| March 18, 2025 |
QXO Raises $830 Million in Private Placement Exhibit (a)(5)(V) QXO Raises $830 Million in Private Placement GREENWICH, Conn. — March 17, 2025 — QXO, Inc. (NYSE: QXO) (the “Company” or “QXO”) today announced that it has entered into purchase agreements with certain institutional investors for an $830 million private placement financing (the “Private Placement”). The closing of the Private Placement is contingent upon the concurrent consummati |
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| March 18, 2025 |
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 State |
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| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 20) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 18, 2025 |
Exhibit (a)(5)(W) On March 17, 2025, QXO, Inc. (“QXO”) updated its website dedicated to its offer to purchase Beacon Roofing Supply, Inc. (“Beacon”), which website is available atwww.qxo.com/beacon. A copy of the new material posted to the website is filed herewith. A copy of the new article referenced on the website is reproduced as Article 1 below. In the news 3/17/2025 Wall Street Journal — Bui |
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| March 17, 2025 |
QXO Extends Tender Offer to Acquire Beacon Roofing Supply Exhibit (a)(5)(U) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn. |
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| March 17, 2025 |
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 State |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 12) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685 |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 19) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 18) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 14, 2025 |
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 State |
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| March 14, 2025 |
Exhibit (a)(5)(T) On March 14, 2025, QXO, Inc. (“QXO”) updated its website dedicated to its offer to purchase Beacon Roofing Supply, Inc. (“Beacon”), which website is available at www.qxo.com/beacon. Copies of the new materials posted to the website are filed herewith. Copies of the new articles referenced on the website are reproduced as Articles 1, 2 and 3 below. In the news 3/10/2025 Digital Co |
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| March 11, 2025 |
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 State |
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| March 11, 2025 |
QXO Extends Tender Offer to Acquire Beacon Roofing Supply Exhibit (a)(5)(S) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn. |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 11) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685 |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 17) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 10, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 15) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 10, 2025 |
CNBC Squawk Box Discussion Transcript March 10, 2025 Exhibit (a)(5)(Q) On March 10, 2025, Brad Jacobs, Chairman and CEO of QXO, Inc., issued the following LinkedIn post. The LinkedIn post referred to a discussion on CNBC’s Squawk Box, the transcript of which is reproduced below. CNBC Squawk Box Discussion Transcript March 10, 2025 Joe Kernen: Here we go, Andrew. Your wish is my command. Beacon Roofing Supply and QXO are in discussions about a possib |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 10) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685 |
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| March 10, 2025 |
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 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o |
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| March 10, 2025 |
Exhibit (a)(5)(R) Article 1: Beacon Roofing Supply, QXO Discussing Potential Deal Wall Street Journal By Denny Jacob March 10, 2025 § Beacon said it is delaying its investor day that was scheduled for Thursday Beacon Roofing Supply and QXO have launched discussions about a potential combination in which Brad Jacobs’ company would acquire Beacon for around $7. |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 9) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| March 10, 2025 |
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 State |
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| March 10, 2025 |
QXO and Beacon Confirm Discussions Regarding Potential Transaction Exhibit (a)(5)(P) QXO and Beacon Confirm Discussions Regarding Potential Transaction GREENWICH, Conn. |
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| March 10, 2025 |
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 State |
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| March 10, 2025 |
Message to employees issued by the Company on March 10, 2025. Exhibit (a)(25) Message to employees issued by the Company on March 10, 2025. Team Beacon, I am writing to let you know that today we confirmed that Beacon is engaged in discussions with QXO regarding a potential transaction under which QXO would acquire Beacon for $124.35 per share in cash. I know you may not have been expecting this news given there has been a lot of back and forth around our Co |
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| March 10, 2025 |
Joint Press Release, dated March 10, 2025. EX-99.(A)(24) 2 ea023012513ex-a24beacon.htm JOINT PRESS RELEASE, DATED MARCH 10, 2025. Exhibit (a)(24) QXO and Beacon Confirm Discussions Regarding Potential Transaction GREENWICH, Conn. and HERNDON, Va. — March 10, 2025 — QXO, Inc. (NYSE: QXO) and Beacon Roofing Supply, Inc. (Nasdaq: BECN) confirmed today that they are in discussions about a potential combination in which QXO would acquire Beacon |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 16) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 13) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 7, 2025 |
Exhibit (a)(5)(N) MDM Distribution Intelligence - QXO Unveils Slate of Directors to Replace Beacon's, Gains Antritrust Clearance Article 1: Building-Products Distributor QXO Prepares to Nominate Directors Over Beacon Deal Wall Street Journal By Lauren Thomas January 15, 2025 § QXO publishes offer to buy Beacon for $124. |
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| March 7, 2025 |
Exhibit (a)(5)(O) To the Beacon Roofing Supply team, I know this might be a stressful time for all of you. |
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| March 7, 2025 |
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 State |
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| March 7, 2025 |
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 State |
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| March 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 12) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 5, 2025 |
Exhibit (a)(5)(L) Yesterday, Beacon put out a head-scratcher press release filled with misleading and inaccurate claims. |
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| March 5, 2025 |
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 State |
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| March 5, 2025 |
Exhibit (a)(5)(M) |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 8) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| March 4, 2025 |
Press Release, dated March 4, 2025, with respect to QXO’s tender offer extension. Exhibit (a)(22) Beacon Issues Statement in Response to QXO’s Second Extension of Unsolicited Tender Offer Beacon’s Board of Directors Continues to Reiterate Unanimous Recommendation That Beacon Shareholders NOT Tender Their Shares Into QXO’s Offer HERNDON, Va. |
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| March 4, 2025 |
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 State |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| March 4, 2025 |
Message to employees issued by the Company on March 4, 2025. Exhibit (a)(23) Message to employees issued by the Company on March 4, 2025. Team, You may have seen that QXO today announced that it is again extending its unsolicited tender offer to acquire Beacon. Still, over 80% of shareholders have not tendered and remain supportive of us. We issued a press release in response to the extension and reiterated that our Board remains unanimous in its belief tha |
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| March 4, 2025 |
QXO Extends Tender Offer to Acquire Beacon Roofing Supply Exhibit (a)(5)(K) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn. |
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| March 4, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| February 27, 2025 |
February 27, 2025 2024 Q4 & FULL YEAR 2024 EARNINGS PRESENTATION Exhibit 99.2 becn.com2 Disclosure Notice This presentation contains information about management's view of the Company's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In addition, oral statement |
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| February 27, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| February 27, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 (Date of earliest event reported): February 27, 2025 BEACON ROOFING SUPPLY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-42492 36-4173371 (State or Other Jurisdiction of Incorporation) (Comm |
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| February 27, 2025 |
EXHIBIT 19.1 |
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| February 27, 2025 |
Exhibit 99.1 BEACON REPORTS RECORD FOURTH QUARTER AND FULL YEAR NET SALES, STRONG NET INCOME AND HIGHEST ADJUSTED EBITDA IN HISTORY •Ambition 2025 initiatives delivered growth in a challenging environment with higher sales across all business lines •Strong execution drove fourth quarter results, with contributions from operational excellence initiatives and newly opened greenfield and acquired bra |
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| February 27, 2025 |
Exhibit (a)(21) 1 2 3 4 5 6 7 8 Forward-Looking Statements This communication contains statements that may constitute forward-looking statements. |
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| February 27, 2025 |
Excerpt from Company’s Fourth Quarter & Full Year 2024 earnings call, dated February 27, 2025. Exhibit (a)(19) Excerpt from Company’s Fourth Quarter & Full Year 2024 earnings call, dated February 27, 2025. |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 7) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-42492 BEACON ROOFING SUPPLY, INC. ( |
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| February 27, 2025 |
Exhibit (a)(20) 1 2 |
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| February 27, 2025 |
Beacon Roofing Supply, Inc. Guidelines for Rule 10b5-1 Trading Plans EXHIBIT 19.2 BEACON ROOFING SUPPLY, INC. GUIDELINES FOR RULE 10b5-1 TRADING PLANS SEC Rule 10b5-1 can help protect a person from Rule 10b-5 liability for trading while aware of material, non-public information concerning the company if the purchase or sale was made pursuant to a binding contract, specific instruction or written plan—a “Rule 10b5-1 trading plan”—that the person put into place while |
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| February 27, 2025 |
EXHIBIT 4.1 DESCRIPTION OF COMMON STOCK The following summary description sets forth some of the general terms and provisions of the common stock, par value $0.01 per share (the “Common Stock”), of Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”). Because this is a summary description, it does not contain all of the information that may be important to you. For a more detailed d |
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| February 27, 2025 |
Subsidiaries of Beacon Roofing Supply, Inc. EXHIBIT 21 REGISTRANT’S SUBSIDIARIES The following table sets forth, as of December 31, 2024, the Registrant’s significant operating subsidiaries and other associated companies and their respective incorporation jurisdictions. |
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| February 25, 2025 |
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 State |
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| February 25, 2025 |
Message to employees issued by the Company on February 25, 2025. Exhibit (a)(18) Team Beacon, As you may have seen, QXO announced today that in the four weeks since they launched a tender offer on January 27, only ~17% of Beacon shareholders have tendered into their offer. |
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| February 25, 2025 |
Press release, dated February 25, 2025, with respect to QXO’s tender offer extension. Exhibit (a)(17) Beacon Issues Statement in Response to QXO’s Extension of Unsolicited Tender Offer Beacon Board Has Unanimously Recommended That Beacon Shareholders NOT Tender Their Shares Into QXO’s Offer HERNDON, Va. |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 6) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| February 25, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (N |
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| February 25, 2025 |
QXO Extends Tender Offer to Acquire Beacon Roofing Supply Exhibit (a)(5)(J) QXO Extends Tender Offer to Acquire Beacon Roofing Supply GREENWICH, Conn. |
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| February 24, 2025 |
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 State |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na |
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| February 24, 2025 |
Exhibit (a)(5)(I) QXO www.qxo.com/beacon QXO’s Offer for Beacon Roofing - Best Interest of Shareholders QXO’s all-cash $ 124.25-per-share offer for Beacon Roofing Supply is highly compelling. A higher price than Beacon’s stock has ever traded. Delivers immediate cash at a 37% premium to the unaffected 90-day VWAP. Highly Attractive Significant premium, no regulatory delays, financing risks or due |
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| February 21, 2025 |
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 State |
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| February 21, 2025 |
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 State |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na |
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| February 21, 2025 |
Exhibit (a)(5)(H) |
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| February 21, 2025 |
Exhibit (a)(5)(G) Home Team Newsroom Our offer to buy Beacon SWK Technologies Investors Our offer to buy Beacon “Our highly attractive offer provides Beacon’s shareholders with immediate cash at a significant premium to the unaffected share price—without regulatory delays, financing risks, or due diligence conditions. |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 5) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| February 14, 2025 |
Exhibit (a)(16) Hi, everyone- I wanted to take a moment to update you on the latest developments with our company that all you might be reading about in the news. |
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| February 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 4) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| February 14, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 3) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| February 13, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| February 13, 2025 |
Press Release, dated February 12, 2025, with respect to QXO’s director nominations. Exhibit (a)(15) Beacon Issues Statement in Response to QXO’s Director Nominations Nominations Represent Apparent Attempt to Pressure Beacon’s Board into Accepting an Unchanged Offer Price That Significantly Undervalues Beacon’s Full Intrinsic Value and Prospects for Growth Follows the Beacon Board’s Unanimous Rejection of QXO’s Unsolicited Tender Offer No Shareholder Action Is Required at This Time HERNDON, Va. |
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| February 12, 2025 |
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 Stat |
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| February 12, 2025 |
Exhibit (a)(5)(E) QXO Receives Antitrust Clearance for Acquisition of Beacon Roofing Supply Calls on Beacon to Remove Shareholder-Unfriendly Poison Pill GREENWICH, Conn. |
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| February 12, 2025 |
Exhibit (a)(5)(F) QXO Proposes Full Slate of Independent Directors for Election at Beacon Roofing Supply’s 2025 Annual Meeting GREENWICH, Conn. |
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| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na |
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| February 12, 2025 |
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 State |
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| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na |
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| February 10, 2025 |
Exhibit (a)(5)(D) With No Competing Offers, Beacon Roofing’s Board Stalls and Misleads Beacon Insiders Recently Sold Shares Well Below Offer Price, Undermining Beacon’s Case Against QXO QXO Calls on Beacon Roofing to Let Shareholders Decide on QXO’s $124. |
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| February 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na |
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| February 10, 2025 |
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 Stat |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685109 (CUSIP Number of |
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| February 6, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| February 6, 2025 |
Message posted to the Company’s Intranet Site on February 6, 2025. Exhibit (a)(13) |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 1) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(D)(4) of the Securities Exchange Act Of 1934 (Amendment No. 2) Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 0736851 |
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| February 6, 2025 |
Exhibit (a)(5)(C) QXO Urges Beacon Roofing Supply to Let Shareholders Decide on Premium All-Cash Offer of $124. |
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| February 6, 2025 |
Shareholder Information Website first made available on February 6, 2025. Exhibit (a)(14) 1 2 3 4 5 6 7 8 9 10 11 |
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| February 6, 2025 |
Financial Statements and Exhibits, Other Events 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 (Date of earliest event reported): February 6, 2025 BEACON ROOFING SUPPLY, INC. (Exact name of registrant as specified in its charter) Delaware 000-50924 36-4173371 (State or other jurisdiction of incorporation) (Commi |
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| February 6, 2025 |
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 Stat |
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| February 6, 2025 |
Exhibit (a)(11) Beacon Board of Directors Unanimously Rejects QXO’s Unsolicited Tender Offer QXO’s Unchanged Offer Price Significantly Undervalues Beacon and Its Prospects for Growth and Value Creation Beacon Board Recommends Beacon Shareholders NOT Tender Their Shares Into QXO’s Offer Beacon’s Financial Advisors Issue Formal Inadequacy Opinions Additional Information Available at www. |
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| February 6, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| February 6, 2025 |
BEACON TO RELEASE FOURTH QUARTER AND FULL YEAR 2024 EARNINGS ON FEBRUARY 27, 2025 Exhibit 99.1 BEACON TO RELEASE FOURTH QUARTER AND FULL YEAR 2024 EARNINGS ON FEBRUARY 27, 2025 HERNDON, Va. — (BUSINESS WIRE) — February 6, 2025 — Beacon (Nasdaq: BECN) (the “Company”) announced today that, consistent with last year, its earnings results for the quarter and full year ended December 31, 2024 will be released before the market opens on Thursday, February 27, 2025. The Company will h |
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| February 6, 2025 |
Excerpts from the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 3, 2024.* Exhibit (e)(1) Excerpts from Beacon Roofing Supply, Inc.’s Definitive Proxy Statement on Schedule 14A related to the 2024 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on April 3, 2024. STOCK OWNERSHIP The following table shows information regarding the beneficial ownership of our common stock for the following: • Each stockholder known by us to beneficially |
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| February 6, 2025 |
Message to employees issued by the Company on February 6, 2025. Exhibit (a)(12) Dear Beacon Team, Today we announced that our Board of Directors, after consultation with its independent financial and legal advisors, unanimously determined that QXO’s offer to acquire Beacon for $124. |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na |
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| January 28, 2025 |
Exhibit 4.1 STOCKHOLDER RIGHTS AGREEMENT Beacon Roofing Supply, Inc. and Computershare Trust Company, N.A., as Rights Agent Dated as of January 27, 2025 Table of Contents Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 10 Section 3. Issuance of Rights Certificates 10 Section 4. Form of Rights Certificates 12 Section 5. Countersignature and Registration 13 Section 6. Tr |
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| January 28, 2025 |
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 (Amendment No. ) 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)) ☐ Defi |
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| January 28, 2025 |
Exhibit (a)(5)(B) QXO Comments on Beacon Roofing Supply’s Adoption of Shareholder-Unfriendly Poison Pill Reaffirms Commitment to Acquiring Beacon for $124. |
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| January 28, 2025 |
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 (Date of earliest event reported): January 27, 2025 BEACON ROOFING SUPPLY, INC. (Exact name of registrant as specified in its charter) Delaware 000-50924 36-4173371 (State or other jurisdiction of incorporation) (Commi |
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| January 28, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685109 (CUSIP Number o |
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| January 28, 2025 |
Beacon Adopts Stockholder Rights Agreement Exhibit 99.1 Beacon Adopts Stockholder Rights Agreement HERNDON, Va. – January 28, 2025 – Beacon (Nasdaq: BECN) (the “Company”), the leading publicly-traded specialty wholesale distributor of roofing, waterproofing and related exterior products, announced today that its Board of Directors (the “Board”) has unanimously adopted a limited duration stockholder rights agreement (the “Rights Agreement”) |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685109 (CUSIP Number o |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Na |
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| January 28, 2025 |
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 (Date of earliest event reported): January 27, 2025 BEACON ROOFING SUPPLY, INC. (Exact name of registrant as specified in its charter) Delaware 000-50924 36-4173371 (State or other jurisdiction of incorporation) (Commi |
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| January 28, 2025 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF BEACON ROOFING SUPPLY, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned hereby certifies that the following resolution was duly adopted by the board of directors of Beacon Roofing Supply, Inc., a Delaware corporation (the “Corporation”), on January 27, 2025 |
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| January 28, 2025 |
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 Stat |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BEACON ROOFING SUPPLY, INC. (Exact name of registrant as specified in its charter) Delaware 36-4173371 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685109 (CUSIP Number o |
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| January 27, 2025 |
Exhibit (a)(5)(A) QXO Launches $11 Billion Tender Offer to Acquire Beacon Roofing Supply for $124. |
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| January 27, 2025 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Beacon Roofing Supply, Inc. |
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| January 27, 2025 |
Exhibit (a)(1)(F) This announcement is not an offer to purchase or a solicitation of an offer to sell Shares (as defined below). |
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| January 27, 2025 |
Exhibit (b)(1) EXECUTION VERSION GOLDMAN SACHS BANK USA 200 West Street New York, NY 10282 MORGAN STANLEY SENIOR FUNDING, INC. |
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| January 27, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BEACON ROOFING SUPPLY, INC. (Name of Subject Company) QUEEN MERGERCO, INC. (Name of Filing Person (Offeror)) QXO, INC. (Name of Filing Person (Parent of Offeror)) QUEEN HOLDCO, LLC QUEEN TOPCO, LLC (Name of Filing Perso |
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| January 27, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| January 27, 2025 |
Exhibit 1 QXO Launches $11 Billion Tender Offer to Acquire Beacon Roofing Supply for $124. |
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| January 27, 2025 |
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 Stat |
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| January 27, 2025 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc. |
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| January 27, 2025 |
Exhibit (a)(1)(D) INNISFREE M&A INCORPORATED Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc. |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 Beacon Roofing Supply, Inc. (Name of Subject Company) Beacon Roofing Supply, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 073685109 (CUSIP Number o |
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| January 27, 2025 |
Exhibit (b)(2) EXECUTION VERSION CITIGROUP GLOBAL MARKETS INC. |
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| January 27, 2025 |
NOTICE OF GUARANTEED DELIVERY TENDER OF SHARES OF COMMON STOCK OF BEACON ROOFING SUPPLY, INC. Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF BEACON ROOFING SUPPLY, INC. |
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| January 27, 2025 |
Exhibit 2 Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc. |
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| January 27, 2025 |
Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Beacon Roofing Supply, Inc. |
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| January 27, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) BEACON ROOFING SUPPLY, INC. |
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| January 16, 2025 |
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 (Amendment No. ) 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)) ☐ Defin |
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| January 15, 2025 |
Beacon Confirms Receipt and Reiterates Rejection of Unsolicited Proposal Exhibit 99.1 Beacon Confirms Receipt and Reiterates Rejection of Unsolicited Proposal January 15, 2025 Proposal Significantly Undervalues the Company and is Not in the Best Interests of Beacon and its Shareholders On Multiple Occasions Beacon Sought Substantive Engagement with QXO to Demonstrate Path to Value; QXO Refused Beacon to Hold Investor Day on March 13, 2025, Where Company Will Provide 20 |
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| January 15, 2025 |
Press Release of Beacon Roofing Supply, Inc., dated January 15, 2025. Exhibit 99.1 Beacon Confirms Receipt and Reiterates Rejection of Unsolicited Proposal January 15, 2025 Proposal Significantly Undervalues the Company and is Not in the Best Interests of Beacon and its Shareholders On Multiple Occasions Beacon Sought Substantive Engagement with QXO to Demonstrate Path to Value; QXO Refused Beacon to Hold Investor Day on March 13, 2025, Where Company Will Provide 20 |
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| January 15, 2025 |
Financial Statements and Exhibits, Other Events 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 (Date of earliest event reported): January 15, 2025 BEACON ROOFING SUPPLY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50924 36-4173371 (State or Other Jurisdiction of Incorporation) (Commi |
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| January 15, 2025 |
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 (Date of earliest event reported): January 15, 2025 QXO, INC. (Exact name of registrant as specified in its charter) Delaware 001-38063 16-1633636 (State or other jurisdiction of incorporation) (Commission File Number) |
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| January 15, 2025 |
Press Release, dated January 15, 2024. EXHIBIT 99.1 QXO Proposes to Acquire Beacon Roofing Supply for $124.25 Per Share in Cash Offers Significant and Immediate Value to Beacon Shareholders with a 37% Premium above Beacon’s Unaffected 90-Day Share Price GREENWICH, Conn., January 15, 2025 – QXO, Inc. (Nasdaq: QXO) today announced that it has made public a proposal to the Board of Directors of Beacon Roofing Supply, Inc. (Nasdaq: BECN) t |
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| January 15, 2025 |
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 (Date of earliest event reported): January 15, 2025 BEACON ROOFING SUPPLY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50924 36-4173371 (State or Other Jurisdiction of Incorporation) (Commi |
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| November 13, 2024 |
BECN / Beacon Roofing Supply, Inc. / Boston Partners - BOSTON PARTNERS Passive Investment SC 13G 1 becn111324.htm BOSTON PARTNERS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BEACON ROOFING SUPPLY INC (Name of Issuer) Common Stock (Title of Class of Securities) 073685109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| November 8, 2024 |
SC 13G 1 beaconroofing13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * BEACON ROOFING SUPPLY, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 073685109 (CUSIP Number) SEPTEMBER 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Beacon Roofing Supply Inc (Name of Issuer) Common Stock (Title of Class of Securities) 073685109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| October 31, 2024 |
7951195.4 [Execution] AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2024 (this “Amendment No. 3”), is by and among Wells Fargo Bank, National Association, a national banking association, in its capacity as administrative agent and collateral agent (in such capacity, together with its successors |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 000-50924 BEACON ROOFING SU |
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| October 31, 2024 |
ex-99193024 OCTOBER 31, 2024 2024 Q3 2024 EARNINGS PRESENTATION Exhibit 99.1 becn.com2 Disclosure Notice This presentation contains information about management's view of the Company's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In addition, oral statements |
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| October 31, 2024 |
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 (Date of earliest event reported): October 31, 2024 BEACON ROOFING SUPPLY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50924 36-4173371 (State or Other Jurisdiction of Incorporation) (Commi |
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| October 30, 2024 |
BEACON REPORTS THIRD QUARTER 2024 RESULTS Exhibit 99.1 BEACON REPORTS THIRD QUARTER 2024 RESULTS •Record quarterly sales driven by execution on Ambition 2025 growth initiatives •Disciplined margin management and bottom quintile branch initiative resulted in solid net income and record Adjusted EBITDA •Invested in organic growth by opening four greenfield locations to enhance customer reach •Executed on value-creating acquisitions that are |
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| October 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 (Date of earliest event reported): October 30, 2024 BEACON ROOFING SUPPLY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50924 36-4173371 (State or Other Jurisdiction of Incorporation) (Commi |
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| October 15, 2024 |
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 (Date of earliest event reported): October 15, 2024 BEACON ROOFING SUPPLY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50924 36-4173371 (State or Other Jurisdiction of Incorporation) (Commi |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 000-50924 BEACON ROOFING SUPPLY, |
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| August 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 (Date of earliest event reported): August 1, 2024 BEACON ROOFING SUPPLY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50924 36-4173371 (State or Other Jurisdiction of Incorporation) (Commiss |
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| August 1, 2024 |
AUGUST 1, 2024 2024 Q2 2024 EARNINGS PRESENTATION Exhibit 99.2 becn.com2 Disclosure Notice This presentation contains information about management's view of the Company's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In addition, oral statements made by our d |
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| August 1, 2024 |
BEACON REPORTS SECOND QUARTER 2024 RESULTS Exhibit 99.1 BEACON REPORTS SECOND QUARTER 2024 RESULTS •Record quarterly sales driven by Ambition 2025 initiatives, including greenfields and acquisitions •Organic sales growth across all 3 lines of business led by strong non-residential reroofing demand •Acquired Smalley & Co., a leading waterproofing distributor in the West with 11 locations •Entered into an accelerated share repurchase agreeme |
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| May 15, 2024 |
EXHIBIT 10.6 BEACON ROOFING SUPPLY, INC. 2024 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Time-based Vesting) Grant Information: Name: Grant Date: Amount (# Granted): Vesting Schedule: Vest Date Vest Quantity A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named above (the “Grantee”), relating t |
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| May 15, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) BEACON ROOFING SUPPLY, INC. |
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| May 15, 2024 |
EXHIBIT 10.4 BEACON ROOFING SUPPLY, INC. 2024 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-based Vesting) Grant Information: Name: Grant Date: Target Amount: Vesting Date1: , 20 1 Actual vesting subject to additional provisions found in Sections 5, 6 and 10 of this agreement A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corpor |
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| May 15, 2024 |
As filed with the Securities and Exchange Commission on May 15, 2024 As filed with the Securities and Exchange Commission on May 15, 2024 Registration No. |
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| May 15, 2024 |
EXHIBIT 10.7 BEACON ROOFING SUPPLY, INC. 2024 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Time-based Vesting) (Optional Deferred Settlement) Grant Information: Name: Grant Date: Amount (# Granted): Vesting Schedule: Vest Date Vest Quantity A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named ab |
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| May 15, 2024 |
Form of Beacon Roofing Supply, Inc. 2024 Stock Plan Stock Option Agreement. EXHIBIT 10.8 BEACON ROOFING SUPPLY, INC. 2024 STOCK PLAN STOCK OPTION AGREEMENT Grant Information: Name: Grant Date: Type: Exercise Price/Share: Amount (# Granted): Expiration Date: Vesting Schedule: Vest Date Vest Quantity A Stock Option (the “Option”) granted as of the date set forth above by Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”), to the employee named above (the “O |
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| May 15, 2024 |
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 (Date of earliest event reported): May 15, 2024 BEACON ROOFING SUPPLY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50924 36-4173371 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 15, 2024 |
EXHIBIT 10.5 BEACON ROOFING SUPPLY, INC. 2024 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-based Vesting) (Optional Deferred Settlement) Grant Information: Name: Grant Date: Target Amount: Vesting Date1: , 20 1 Actual vesting subject to additional provisions found in Sections 5, 6 and 10 of this agreement A Restricted Stock Unit (RSU) Award (the “Award”) granted by Beacon Roofing |
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| May 15, 2024 |
EXHIBIT 10.3 BEACON ROOFING SUPPLY, INC. 2024 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (Settlement at Vest) Grant Information: Name: Grant Date: Amount (# Granted): Vesting Schedule: Vest Date1 Vest Quantity 1 In the event the Grantee’s term as a Director ends prior to the Vesting Date as the result of not standing for re-election at an annual meeting of stockhol |
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| May 15, 2024 |
EXHIBIT 10.2 BEACON ROOFING SUPPLY, INC. 2024 STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (Settlement at Retirement) Grant Information: Name: Grant Date: Amount (# Granted): Vesting Schedule: Vest Date1 Vest Quantity 1 In the event the Grantee’s term as a Director ends prior to the Vesting Date as the result of not standing for re-election at an annual meeting of st |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 000-50924 BEACON ROOFING SUPPLY |
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| May 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 (Date of earliest event reported): May 2, 2024 BEACON ROOFING SUPPLY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 000-50924 36-4173371 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 2, 2024 |
MAY 2, 2024 2024 Q1 2024 EARNINGS PRESENTATION Exhibit 99.2 becn.com2 Disclosure Notice This presentation contains information about management's view of the Company's future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In addition, oral statements made by our dire |
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| May 2, 2024 |
BEACON REPORTS FIRST QUARTER 2024 RESULTS Exhibit 99.1 BEACON REPORTS FIRST QUARTER 2024 RESULTS •Record first quarter net sales driven by growth across all three lines of business •Disciplined execution led to better-than-expected gross margin •Footprint expansion from acquired and newly opened branches enhancing customer reach and service •Added to our rapidly growing specialty waterproofing distribution platform with recent acquisition |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 333-128379 BEACON SALES ACQUISITION, INC. 401(k) PROFIT SHARING PLAN (Exact |
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| April 23, 2024 |
BEACON APPOINTS PRITHVI GANDHI AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Exhibit 99.1 BEACON APPOINTS PRITHVI GANDHI AS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER HERNDON, Va. — (BUSINESS WIRE) — April 22, 2024 — Beacon (Nasdaq: BECN) announced today the appointment of Prithvi (Prith) Gandhi as Executive Vice President and Chief Financial Officer. Mr. Gandhi will join Beacon on May 1, 2024, and assume his role as Chief Financial Officer on or about May 6, 202 |
