QXO Inc. has agreed to acquire Kodiak Building Partners from Court Square Capital Partners for about $2.25 billion in cash and stock, the companies announced Tuesday.

The purchase price includes $2 billion in cash and 13.2 million QXO shares. QXO retains the right to repurchase those shares at $40 each. The transaction is targeted to close early in the second quarter of 2026, subject to customary conditions, and is expected to be highly accretive to 2026 earnings, with gross margins above QXO’s core business, according to a company spokesman.

Kodiak generated approximately $2.4 billion in revenue in 2025. The company distributes lumber, trusses, windows and doors, construction supplies, waterproofing and roofing products through 110 locations in 26 states and employs about 5,500 people serving more than 10,000 customers.

A QXO spokesman said the acquisition will triple QXO’s existing market opportunity and expand its total addressable market to more than $200 billion, moving the company into lumber, trusses, gypsum and construction supplies, and placing it in nearly every major building products category.

QXO is paying about 10.7 times Kodiak’s 2025 EBITDA of $211 million, or roughly 0.95 times sales, the spokesman said. Including expected synergies, the EBITDA multiple would be about 7.3 times.

“The acquisition of Kodiak is highly complementary to our existing business,” said Brad Jacobs, QXO’s chairman and CEO. “We expect the integration to accelerate margin expansion through scaled procurement, network optimization, AI-powered inventory management and other technology-enabled operating efficiencies.”

The company said 16 of Kodiak’s top 20 vendors overlap with its legacy Beacon operations, which it expects will support procurement and pricing synergies.

Industry analysts said the deal could have significant implications for roofing distribution.

“QXO’s acquisition of Kodiak Building Products could meaningfully shake up the roofing market,” said Lilli Tillman Smith, an analyst at Principia. She said Kodiak’s regional contractor relationships, combined with QXO’s scale and technology focus, could improve pricing, inventory management, and delivery speed.

“With more centralized purchasing power and better data, the combined company could compete more aggressively with national distributors while giving contractors more consistent pricing and product access across locations,” Tillman Smith said. She added that manufacturers may face pricing pressure but could benefit from broader distribution reach.

In insulation, Tillman Smith said changes may unfold more gradually because the category is more specification-driven and influenced by climate zones and building codes. “Roofing may see quicker competitive disruption, while insulation could experience a slower but deeper shift,” she said.

A person familiar with the matter said QXO has capacity for additional acquisitions in 2026, supported by cash on hand, proceeds from recent equity financings led by Apollo and Temasek, and available borrowing capacity. The deal follows months of investor and industry attention on QXO’s acquisition plans after the company raised significant equity capital.

Morgan Stanley and Wells Fargo are advising QXO on the transaction. RBC Capital Markets and KeyBanc Capital Markets are advising Kodiak.