Beacon Confirms Receipt and Reiterates Rejection of Unsolicited Proposal

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 2028 Long-Term Financial Targets

Shareholders Do Not Need to Take Action At This Time

Beacon (the “Company”) confirmed that it has previously received and rejected an unsolicited, non-binding proposal from QXO, Inc. to acquire all outstanding shares of the Company for $124.25 per share in cash.

QXO’s proposal, publicized today, was received on November 11, 2024. Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisors, Beacon’s Board of Directors (the “Board”) thoroughly evaluated the proposal. Following its review, the Board unanimously rejected the proposal and determined that it significantly undervalues the Company and its prospects for growth and future value creation. The Board therefore determined that QXO’s proposal was not in the best interests of Beacon and its shareholders.

Contrary to QXO’s assertions, Beacon offered on multiple occasions to engage, including to discuss price, subject only to a standard non-disclosure agreement (NDA). Additionally, Beacon:

• Held repeated discussions between members of the Beacon executive team and QXO, as well as with the respective advisors of the parties.
• Offered a standard NDA to share confidential management projections and other relevant company information to further develop QXO’s valuation of Beacon. QXO refused to engage on multiple occasions, stating that it was not interested in any confidential information.
• Offered to limit the duration of the customary confidentiality obligations as part of the NDA only through Beacon’s planned Investor Day on March 13, at which point 2028 long-term targets will be presented.
• Structured the NDA to preserve QXO’s ability to run a proxy contest at the upcoming 2025 annual meeting of shareholders.

“After careful review and deliberation, our Board unanimously determined that QXO’s proposal significantly undervalues Beacon and fails to reflect the Company’s growth strategy and upside potential,” said Stuart Randle, Beacon’s Chair of the Board. “Beacon has a proven track record of delivering superior results and shareholder value, having generated total shareholder returns under our current management team of more than 200% during the past five years,¹ and is building on the opportunity ahead through our strategic plan, which the Company will discuss in greater detail at its upcoming Investor Day.”

Mr. Randle continued, “Importantly, Beacon has acted in good faith to engage with QXO to show them a path to value in a timeframe that would preserve their rights and flexibility. However, QXO has refused to improve its first and only proposal, which the Board determined significantly undervalues the Company. Our Board remains open to all opportunities to maximize shareholder value and is fully committed to acting in the best interests of Beacon and all of its shareholders.”

“We are enthusiastic about Beacon’s growth prospects and upside potential, and through the successful execution of Ambition 2025, Beacon is delivering above-market growth, driving operational excellence and building a winning culture,” said Julian Francis, Beacon’s President and CEO. “These achievements have enabled us to create a differentiated business model with multiple paths to success, margin expansion and value creation. We look forward to discussing at our Investor Day how we will enter our next chapter of growth, including our new long-term goals.”

J.P. Morgan is serving as financial advisor and Sidley Austin LLP and Simpson Thacher and Bartlett LLP are legal advisors to Beacon.

About Beacon

Founded in 1928, Beacon is a Fortune 500, publicly traded distributor of building products, including roofing materials and complementary products, such as siding and waterproofing. The company operates over 530 branches throughout all 50 states in the U.S. and 6 provinces in Canada. Beacon serves an extensive base of nearly 100,000 customers, utilizing its vast branch network and diverse service offerings to provide high-quality products and support throughout the entire business lifecycle. Beacon offers its own private label brand, TRI-BUILT®, and has a proprietary digital account management suite, Beacon PRO+, which allows customers to manage their businesses online. Beacon’s stock is traded on the Nasdaq Global Select Market under the ticker symbol BECN. To learn more about Beacon, please visit www.becn.com.

Contact:

Jennifer Lewis – VP, Communications and Corporate Social Responsibility – jennifer.lewis@becn.com – (571) 752-1048

Source: Beacon Roofing Supply, Inc.