Prithvi Gandhi - 29 Apr 2025 Form 4 Insider Report for QXO BUILDING PRODUCTS, INC.

Footnote F1

Pursuant to an Agreement and Plan of Merger dated as of March 20, 2025 (the "Merger Agreement") by and among Beacon Roofing Supply, Inc (the "Company"), QXO, Inc. ("QXO") and Queen MergerCo, Inc., a wholly owned subsidiary of QXO (the "Merger Sub"), the Merger Sub merged with and into the Company. Pursuant to the terms of the Merger Agreement, each share of Common Stock of the Company held by the Reporting Person was converted into the right to receive $124.35 in cash.

Footnote F2

Each RSU and each PSU represented a contingent right to receive one (1) share of Common Stock of the Company (in the case of PSUs, subject to adjustment on satisfaction of performance criteria).

Footnote F3

Pursuant to the terms of the Merger Agreement, the RSUs held by the Reporting Person were converted into a number of RSUs of QXO equal to the number of original RSUs multiplied by Equity Award Conversion Amount. The RSUs were scheduled to vest on the date referenced in column 6.

Footnote F4

The Equity Award Conversion Amount as calculated pursuant to the Merger Agreement is 9.838.

Footnote F5

Pursuant to the terms of the Merger Agreement, the RSUs held by the Reporting Person were converted into a number of RSUs of QXO equal to the number of original RSUs multiplied by Equity Award Conversion Amount. The RSUs were scheduled to vest in three (3) equal annual installments, beginning on March 17, 2026, and followed by the two subsequent anniversaries of this date.

Footnote F6

The PSUs were eligible to vest on the date referenced in column 6 (the three-year anniversary of the date of grant) on satisfaction of performance criteria. In accordance with SEC interpretations, the grant of these PSUs was not previously reported on Form 4. This row represents the treatment of these awards pursuant to the Merger Agreement as satisfied at target.

Footnote F7

Pursuant to the terms of the Merger Agreement, the PSUs held by the Reporting Person were converted into a number of RSUs of QXO, subject only to service-based conditions, equal to the number of original PSUs multiplied by Equity Award Conversion Amount (assuming the satisfaction of performance criteria at target). The PSUs were eligible to vest on the date referenced in column 6 (the three-year anniversary of the date of grant).

Footnote F8

Pursuant to the terms of the Merger Agreement, the stock options held by the Reporting Person were converted into a number of stock options of QXO equal to the number of original stock options multiplied by Equity Award Conversion Amount, with an exercise price equal to the exercise price of the original stock option divided by Equity Award Conversion Amount. The stock options were scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the grant date, which first anniversary is set forth in the "Date Exercisable" sub-column under column 6.