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

Beacon (the “Company”) announced that its Board of Directors (the “Board”) has received notice from QXO, Inc. that QXO has nominated ten individuals to stand for election to Beacon’s Board at the Company’s 2025 Annual Meeting.

Beacon’s Board issued the following statement in response:

Beacon’s Board consists of ten highly qualified directors – nine of whom are independent – who have been critical in overseeing the Company’s successful execution of its Ambition 2025 plan, which generated total shareholder returns of more than 200% during the past five years¹ and delivered above market growth and superior financial and operational results, including 11 straight quarters of record net sales.²

Each of our Board members brings the skills, knowledge, experience and tenure necessary to guide the Company’s strategic and operational direction, as well as a firm and demonstrated commitment to acting in the best interests of Beacon and all of its shareholders. Their expertise spans an array of industries relevant to Beacon’s continued success, including industrial manufacturing, national and international distribution, supply chain, information technology, logistics, e-commerce, strategy, marketing, brand management, cybersecurity and finance.

QXO’s director nominations appear to be an attempt to pressure Beacon’s Board into accepting an unchanged offer price that significantly undervalues Beacon’s prospects for growth and value creation, which the Board previously rejected.

The Board remains open to considering all opportunities to maximize shareholder value, and Beacon looks forward to sharing more on its future growth plans and 2028 long-term financial targets at its upcoming Investor Day on March 13, 2025.

Beacon’s Board will evaluate QXO’s director nomination notice and present its recommendations with respect to director nominations in the Company’s proxy statement, which will be filed with the Securities and Exchange Commission (the “SEC”) ahead of the Company’s 2025 Annual Meeting. Beacon shareholders do not need to take any action at this time.

Recommended Rejection of Unsolicited Tender Offer

QXO’s nominations follow its unsolicited tender offer (the “Offer”) to acquire all outstanding shares of Beacon for $124.25 per share in cash, which remained unchanged from its November 11, 2024 proposal that was made public on January 15, 2025. On February 6, 2025, after consultation with its independent financial and legal advisors, the Beacon Board issued its formal recommendation urging shareholders not to tender into the Offer, which the Board determined was not in the best interest of Beacon and its shareholders.

The Schedule 14D-9 filing and other materials related to QXO’s unsolicited offer – including full copies of Beacon’s correspondence with QXO – have been filed with the SEC and are available at www.BeaconBuildsValue.com .

J.P. Morgan is serving as financial advisor to the Company and its Board, and Lazard is serving as financial advisor to the Board. Sidley Austin LLP and Simpson Thacher & Bartlett LLP are serving as legal advisors to Beacon.

¹ From January 2, 2020 to November 15, 2024.
² From launch of the Ambition 2025 plan through the third quarter of 2024.

About Beacon

Founded in 1928, Beacon is a publicly-traded Fortune 500 company that distributes specialty building products, including roofing materials and complementary products, such as siding and waterproofing. The company operates over 580 branches throughout all 50 states in the U.S. and 7 provinces in Canada. Beacon serves an extensive base of nearly 100,000 customers, utilizing its vast branch network and service capabilities to provide high-quality products and support throughout the entire project 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.