QXO

qxo-20260813

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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 13, 2026

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)

(IRS Employer

Identification No.)

Five American Lane Greenwich, Connecticut

06831

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 888-998-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common stock, par value $0.00001 per shareQXONew York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per shareQXO.PRBNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

Item 2.02             Results of Operations and Financial Condition.

On August 13, 2026, QXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01             Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

No.

Description

99.1 Press release, dated August 13, 2026, issued by QXO, Inc.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 13, 2026

QXO, INC.

By: /s/ Ihsan Essaid

Ihsan Essaid

Chief Financial Officer

qxo-20260512

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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 12, 2026

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)

(IRS Employer

Identification No.)

Five American Lane Greenwich, Connecticut

06831

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 888-998-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common stock, par value $0.00001 per shareQXONew York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per shareQXO.PRBNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

Item 2.02             Results of Operations and Financial Condition.

On May 12, 2026, QXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01             Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

No.

Description

99.1 Press release, dated May 12, 2026, issued by QXO, Inc.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 12, 2026

QXO, INC.

By: /s/ Ihsan Essaid

Ihsan Essaid

Chief Financial Officer

qxo-20260225

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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 25, 2026

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)

(IRS Employer

Identification No.)

Five American Lane Greenwich, Connecticut

06831

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 888-998-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common stock, par value $0.00001 per shareQXONew York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per shareQXO.PRBNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

Item 2.02             Results of Operations and Financial Condition.

On February 25, 2026, QXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01             Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

99.1 Press release, dated February 25, 2026, issued by QXO, Inc.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 25, 2026

QXO, INC.

By: /s/ Ihsan Essaid

Ihsan Essaid

Chief Financial Officer

EX-99.1

2 tm263170d1_ex99-1.htm

EXHIBIT 99.1

Exhibit 99.1

QXO Announces Fourth Quarter Summarized Preliminary Financial Information

GREENWICH, Conn. — January 15, 2026 — QXO, Inc. (“QXO” or the “Company”) (NYSE: QXO) today announced the following summarized preliminary financial information. The Company expects to file its annual report on Form 10-K for the year ended December 31, 2025 on February 26, 2026.

FOURTH QUARTER 2025 SUMMARY PRELIMINARY RESULTS

· Net sales of approximately $2.19 billion

· Adjusted EBITDA of approximately $150 million

The Company’s preliminary unaudited financial results in this press release for the fourth quarter ended December 31, 2025 are preliminary, unaudited and subject to completion, and may change as a result of management’s continued review. Such preliminary results are subject to the finalization of quarter-end financial and accounting procedures. The preliminary financial results represent management estimates that constitute forward-looking statements subject to risks and uncertainties. As a result, the preliminary financial results may materially differ from the actual results when they are completed and publicly disclosed. These preliminary results should not be viewed as a substitute for the Company’s full fourth quarter financial statements and do not present all information necessary for a complete understanding of financial performance.

About QXO

QXO is the largest publicly traded distributor of roofing, waterproofing and complementary building products in North America. The Company plans to become the tech-enabled leader in the $800 billion building products distribution industry and generate outsized value for shareholders. The Company is executing its strategy toward a target of $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.

Non-GAAP Financial Measures

QXO presents Adjusted EBITDA, a non-GAAP financial measure, in this press release. We calculate Adjusted EBITDA as net income (loss) excluding depreciation; amortization; interest expense, net; stock-based compensation; provision for (benefit from) income taxes; restructuring costs; transaction costs; transformation costs; and inventory fair value adjustments that we do not consider representative of our underlying operations. We have not provided a reconciliation of our forward-looking non-GAAP measure of adjusted EBITDA to the most comparable GAAP measure of net income (loss). Providing forward-looking net income (loss) is potentially misleading and not practical given the difficulty of determining certain income tax and other adjustments.

Management uses this non-GAAP financial measure

in making financial, operating and planning decisions and evaluating QXO’s ongoing performance. We believe this non-GAAP financial measure facilitates analysis of our ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, QXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying business. Other companies may calculate this non-GAAP financial measure differently, and therefore our measure may not be comparable to similarly titled measures of other companies.

Forward-looking Statements

This release includes forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact, including statements relating to the preliminary results, are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.

-1-

These forward-looking statements are subject

to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the Securities and Exchange Commission, and the following:

·an inability to obtain the products we distribute resulting in lost revenues a

qxo-20251106

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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): November 6, 2025

QXO, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3806316-1633636

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

Five American Lane Greenwich, Connecticut 06831

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 888-998-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common stock, par value $0.00001 per shareQXONew York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per shareQXO.PRBNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

Item 2.02             Results of Operations and Financial Condition.

On November 6, 2025, QXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01             Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

No.

Description

99.1 Press release, dated November 6, 2025, issued by QXO, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 6, 2025

QXO, INC.

By: /s/ Ihsan Essaid

Ihsan Essaid

Chief Financial Officer

qxo-20251028

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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 28, 2025

QXO, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3806316-1633636

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

Five American Lane Greenwich, Connecticut 06831

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 888-998-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common stock, par value $0.00001 per shareQXONew York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per shareQXO.PRBNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

Item 2.02             Results of Operations and Financial Condition.

On October 28, 2025, QXO, Inc. (the “Company”) issued a press release announcing the launch of a refinancing of the Company’s Term Loan B and certain preliminary financial results for the third quarter ended September 30, 2025. The refinancing is subject to market and other conditions, and no assurances are made that the Company will consummate the refinancing on the terms contemplated, or at all. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates any such information by reference.

Item 9.01             Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

No.

Description

99.1 Press release, dated October 28, 2025, issued by QXO, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 28, 2025

QXO, INC.

By: /s/ Ihsan Essaid

Ihsan Essaid

Chief Financial Officer

qxo-20250814

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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 14, 2025

QXO, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3806316-1633636

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

Five American Lane Greenwich, Connecticut 06831

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 888-998-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common stock, par value $0.00001 per shareQXONew York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per shareQXO.PRBNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

Item 2.02             Results of Operations and Financial Condition.

On August 14, 2025, QXO, Inc. (the “Company”) issued a press release announcing its results of operations for the fiscal quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01             Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

No.

Description

99.1 Press release, dated August 14, 2025, issued by QXO, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2025

QXO, INC.

By: /s/ Ihsan Essaid

Ihsan Essaid

Chief Financial Officer

EX-99.1

2 qxo-20250508xexx991.htm

EX-99.1

Document

Exhibit 99.1

QXO Reports First Quarter 2025 Results

GREENWICH, Conn. — May 8, 2025 — QXO, Inc. (NYSE: QXO) today announced its financial results for the first quarter 2025. The company reported a loss of $(0.03) per basic and diluted share attributable to common shareholders.

FIRST QUARTER 2025 SUMMARY RESULTS

Three Months Ended March 31,

(in thousands)20252024Change %

Revenue:

Software product, net$3,517 $3,480 1.1 %

Service and other, net9,991 10,956 (8.8)%

Total revenue, net$13,508 $14,436 (6.4)%

Net income$8,755 $138 NM

Adjusted EBITDA¹$(8,915)$504 NM

NM - Not Meaningful

¹ See "Non-GAAP Financial Measures” section for additional information.

Brad Jacobs, chairman and chief executive officer of QXO, said, “With our $11 billion acquisition of Beacon completed, we’re off to a good start toward becoming the leading tech-enabled company in the $800 billion building products distribution industry. Now it’s time to apply our proven playbook to make an already great business even better.”

First Quarter Highlights

Total revenue for the quarter was $13.5 million, compared with $14.4 million for the same period in 2024. Software product revenue was $3.5 million, compared with $3.5 million for the same period in 2024. Service and other revenue was $10.0 million, compared with $11.0 million for the same period in 2024.

Net income, inclusive of $56.6 million interest income, was $8.8 million.

Adjusted EBITDA, a non-GAAP measure, was negative $8.9 million, compared with positive $0.5 million for the same period in 2024. The decline in Adjusted EBITDA relates to higher employee-related costs, reflecting the introduction of a new senior management team to execute QXO’s expansive growth plan.

About QXO

QXO is the largest publicly traded distributor of roofing, waterproofing and complementary building products in the United States. The company plans to become the tech-enabled leader in the $800 billion building products distribution industry and generate outsized value for shareholders. QXO is targeting $50 billion in annual revenues within the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.

Non-GAAP Financial Measures

As required by the rules of the SEC, we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this press release. QXO’s non-GAAP financial measure in this press release is adjusted EBITDA.

We believe that the above adjusted financial measure facilitates analysis of our ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, QXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying business. Other companies may calculate this non-GAAP financial measure differently, and therefore our measure may not be comparable to similarly titled measures of other companies. This non-GAAP financial measure should only be used as a supplemental measure of our operating performance.

Adjusted EBITDA includes adjustments for share-based compensation, transaction, and severance costs as set forth in the attached reconciliation. Transaction adjustments are generally incremental costs that result from an actual or planned acquisition or divestiture and may include transaction costs, consulting fees, retention awards, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Management uses this non-GAAP financial measure in making financial, operating and planning decisions and evaluating QXO’s ongoing performance.

We believe that adjusted EBITDA improves comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the attached tables that management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in our underlying businesses.

Because of these limitations, you should consider adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss), and our other GAAP results.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical facts, including statements about beliefs, expectations, targets or goals are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and

EX-99.1

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EX-99.1

Document

Exhibit 99.1

QXO Reports Fourth Quarter 2024 Results

GREENWICH, Conn. — March 4, 2025 — QXO, Inc. (NYSE: QXO) today announced its financial results for the fourth quarter 2024. The company reported a loss of $(0.02) per basic and diluted shares attributable to common shareholders.

For the full year 2024, the company reported a loss of $(0.11) per basic and diluted shares attributable to common shareholders.

FOURTH QUARTER AND FULL YEAR 2024 SUMMARY RESULTS

Three Months Ended December 31,Year Ended December 31,

(in thousands)20242023Change %20242023Change %

Revenue:

Software product, net$4,977 $4,640 7.3 %$15,261 $14,111 8.1 %

Service and other, net9,766 10,069 (3.0)%41,612 40,406 3.0 %

Total revenue, net$14,743 $14,709 0.2 %$56,873 $54,517 4.3 %

Net income (loss)$11,289 $419 NM$27,969 $(1,070)NM

Adjusted EBITDA¹$(7,655)$684 NM$(19,832)$2,717 NM

NM - Not Meaningful

¹ See “Non-GAAP Financial Measures” section for additional information.

“We are making significant strides in establishing QXO as a tech-forward leader in the $800 billion building products distribution industry,” said Brad Jacobs, chairman and chief executive officer of QXO. “Our strong balance sheet, including more than $5 billion of cash and no debt, is enabling our world-class leadership team to pursue multiple high-value M&A opportunities.”

Fourth Quarter Highlights

Total revenue for the quarter was $14.7 million, compared with $14.7 million for the same period in 2023. Software product revenue was $5.0 million, compared with $4.6 million for the same period in 2023. Service and other revenue was $9.8 million, compared with $10.1 million for the same period in 2023.

Net income, inclusive of $61.4 million interest income, was $11.3 million.

Adjusted EBITDA, a non-GAAP measure, was a loss of $(7.7) million, compared with a gain of $0.7 million for the same period in 2023. The year-over-year decrease in adjusted EBITDA reflects costs related to the introduction of a new senior management team to execute QXO’s expansive growth plan.

As of December 31, 2024, the company had approximately $5.1 billion in cash on hand and no debt.

About QXO

QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management, business intelligence and other applications. QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The company is targeting tens of billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.

Non-GAAP Financial Measures

As required by the rules of the SEC, we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this press release. QXO’s non-GAAP financial measure in this press release is adjusted EBITDA.

We believe that the above adjusted financial measure facilitates analysis of our ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, QXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying business. Other companies may calculate this non-GAAP financial measure differently, and therefore our measure may not be comparable to similarly titled measures of other companies. This non-GAAP financial measure should only be used as a supplemental measure of our operating performance.

Adjusted EBITDA includes adjustments for share-based compensation, transaction, and severance costs as set forth in the attached reconciliation. Transaction adjustments are generally incremental costs that result from an actual or planned acquisition or divestiture and may include transaction costs, consulting fees, retention awards, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Management uses this non-GAAP financial measure in making financial, operating and planning decisions and evaluating QXO’s ongoing performance.

We believe that adjusted EBITDA improves comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the attached tables that management has determined are not reflective of co

EX-99.1

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EX-99.1

Document

Exhibit 99.1

QXO Reports Third Quarter 2024 Results

GREENWICH, Conn. — November 13, 2024 — QXO, Inc. (Nasdaq: QXO) today announced its financial results for the third quarter 2024. The company reported a loss of $0.01 per basic and diluted share attributable to common shareholders.

THIRD QUARTER 2024 SUMMARY RESULTS

Three Months EndedNine Months Ended

(in thousands) September 30, 2024September 30, 2023 Percent Change September 30, 2024September 30, 2023Percent Change

Revenue:

Software product, net$3,028 $2,850 6.2 %$10,284 $9,471 8.6 %

Service and other, net10,127 10,573 (4.2)%31,846 30,337 5.0 %

Total revenue, net$13,155 $13,423 (2.0)%$42,130 $39,808 5.8 %

Net income (loss)$17,132 $(2,110)NM$16,680 $(1,489)NM

Adjusted EBITDA¹$(11,469)$665 NM$(12,177)$2,033 NM

NM - Not Meaningful

¹ See "Non-GAAP Financial Measures” section for additional information on non-GAAP financial measures.

Brad Jacobs, chairman and chief executive officer of QXO, said, “With over $5 billion in cash, no debt and a seasoned leadership team, we’re poised to make QXO a leader in the $800 billion building products distribution industry.”

Third Quarter Highlights

Total revenue for the quarter was $13.16 million, compared with $13.42 million for the same period in 2023. Software product revenue was $3.03 million, compared with $2.85 million for the same period in 2023. Service and other revenue was $10.13 million, compared with $10.57 million for the same period in 2023.

Net income, inclusive of $57.0 million interest income, was $17.1 million.

Adjusted EBITDA, a non-GAAP measure, was negative $11.47 million, compared with positive $665,000 for the same period in 2023. The decline in Adjusted EBITDA relates to higher employee-related costs, reflecting the introduction of a new senior management team to execute QXO’s expansive growth plan.

The company completed two previously announced private placements during the quarter, raising approximately $4.1 billion to support its growth strategy and increasing the number of common shares outstanding to 409.4 million.

As of September 30, 2024, the company had approximately $5.04 billion in cash on hand.

About QXO

QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management,business intelligence and other applications. QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The company is targeting tens of billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.

Non-GAAP Financial Measures

As required by the rules of the SEC, we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this press release.

QXO’s non-GAAP financial measures in this press release include Adjusted EBITDA.

We believe that the above adjusted financial measure facilitates analysis of our ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, QXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying business. Other companies may calculate this non-GAAP financial measure differently, and therefore our measure may not be comparable to similarly titled measures of other companies. This non-GAAP financial measure should only be used as a supplemental measure of our operating performance.

Adjusted EBITDA includes adjustments for share-based compensation, transaction, and severance costs as set forth in the attached reconciliation. Transaction adjustments are generally incremental costs that result from an actual or planned acquisition or divestiture and may include transaction costs, consulting fees, retention awards, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Management uses this non-GAAP financial measure in making financial, operating and planning decisions and evaluating QXO’s ongoing performance.

We believe that Adjusted EBITDA improves comparability from period to period by removing the impact of our capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments as set out in the attached tables that management has det

EX-99.1

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EX-99.1

Document

Exhibit 99.1

QXO Reports Second Quarter 2024 Results

GREENWICH, Conn. — August 14, 2024 — QXO, Inc. (Nasdaq: QXO) today announced its second quarter results for the three and six months ended June 30, 2024.

Financial Highlights for the Three Months Ended June 30, 2024, Compared with the Three Months Ended June 30, 2023:

•Total revenue was $14.54 million, compared with $13.26 million.

•Software product revenue was $3.78 million, compared with $3.30 million.

•Service and other revenue was $10.76 million, compared with $9.96 million.

•Net loss was ($591,000) or ($9.93) loss per basic and diluted share, compared with net income of $344,000 or $0.52 earnings per basic and diluted share.

•Adjusted EBITDA, a non-GAAP measure, was ($1.21) million, compared with $705,000.

•As of June 30, 2024, the company had approximately $971 million in cash on hand. In July 2024, the company completed two previously announced private placements, increasing its cash position to approximately $5.0 billion.

Financial Highlights for the Six Months Ended June 30, 2024, Compared with the Six Months Ended June 30, 2023:

•Total revenue was $28.98 million, compared with $26.39 million.

•Software product revenue was $7.26 million, compared with $6.62 million.

•Service and other revenue was $21.72 million, compared with $19.77 million.

•Net loss was ($452,000) or ($9.72) loss per basic and diluted share, compared with net income of $621,000 or $0.95 earnings per basic and diluted share.

•Adjusted EBITDA, a non-GAAP measure, was ($708,000), compared with $1.37 million.

The year-over-year declines in three- and six-month 2024 Adjusted EBITDA were due to higher employee-related costs in the second quarter, reflecting the introduction of a new senior management team to execute the company’s expansive growth plan.

Brad Jacobs, chairman and chief executive officer of QXO, said, “I’m pleased that we’ve achieved three significant milestones in less than 10 weeks since launching QXO. We have an accomplished senior management team and board of directors in place, and approximately $5 billion of cash to execute our strategy, following two private placements. These are all cornerstones of our plan to become a tech-forward leader in building products distribution through accretive acquisitions and organic growth.”

For more details on QXO’s three- and six-month results, refer to the company’s Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”), accessible at www.sec.gov.

About QXO

QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management,business intelligence and other applications. QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The company is targeting tens of

billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.

Non-GAAP Financial Measures

As required by the rules of the SEC, we provide reconciliations of the non-GAAP financial measures contained in this press release to the most directly comparable measure under GAAP, which are set forth in the financial tables attached to this press release.

QXO’s non-GAAP financial measures in this press release include Adjusted EBITDA.

We believe that the above adjusted financial measure facilitates analysis of our ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, QXO’s core operating performance, and may assist investors with comparisons to prior periods and assessing trends in our underlying business. Other companies may calculate this non-GAAP financial measure differently, and therefore our measure may not be comparable to similarly titled measures of other companies. This non-GAAP financial measure should only be used as a supplemental measure of our operating performance.

Adjusted EBITDA includes adjustments for share-based compensation, transaction, and severance costs as set forth in the attached reconciliation. Transaction adjustments are generally incremental costs that result from an actual or planned acquisition or divestiture and may include transaction costs, consulting fees, retention awards, internal salaries and wages (to the extent the individuals are assigned full-time to integration and transformation activities) and certain costs related to integrating and converging IT systems. Management uses this non-GAAP financial measure in making financial, operating and planning decisions a

EX-99.1

2 ex99-1.htm

ex99-1.htm

5 Regent Street, Livingston, NJ 07039

Trey Resources Reports Revenues of $1,908,216 for Third Quarter

Livingston, NJ, November 15, 2010 -- Trey Resources, Inc. (OTC Pink Sheets: TYRIA), the premier total solutions provider specializing in business software for the small- and medium-sized business market, yesterday reported its financial results for its third quarter and nine months ended September 30, 2010  in a Form 10-Q filed with the SEC.

For the quarter ending September 30, 2010, the Company reported revenue of $1,908,216 as compared to $1,861,205 for the third quarter of 2009, an increase of 2.5%.

The Company reported, on a consolidated basis, loss from operations of $107,686 in the quarter ending September 30, 2010, as compared to operating income of $149,281 for the quarter ended September 30, 2009, primarily due to increased corporate overhead associated with assorted software development programs and new sales initiatives.

For the first nine months of fiscal 2010, the Company reported revenue of $5,524,363 as compared to revenue of $5,751,394 for the first nine months of 2009, a decrease of 3.9%.  This decrease reflects the general softness in the economy as customers scale back projects or put the projects on hold.

Net income on a consolidated basis for the first nine months of fiscal 2010 was $405,608, versus a loss of $850,031 for the same period in 2009.

Mark Meller, CEO of Trey Resources, said, “Trey has weathered the financial storm which has impacted the economy and our industry over the past 24 months.  While sales are down on a year to date basis, our sales pipeline is strong.  In a time when other competitors were slashing expenses and reducing development budgets, we have aggressively spent on the development of extended solutions and are exploring new proprietary products.  We have aggressively marketed our software development capabilities, and have made significant inroads in providing development work to our channel partners who are looking for more cost effective ways to maintain and upgrade their proprietary solutions.  Most importantly, we have entered into a very favorable loan modification with our lender, and we have hopes that we will be able to retire the debt in full by the end of 2011.  While we work towards that goal, the lender has agreed to refrain from any further conversions of the debt into equity.  We believe the worst is behind us, and are very optimistic about the future.  We look forward to delivering superior financial results in the coming quarters.”

About Trey Resources

Trey Resources is involved in the acquisition and build-out of technology and software companies. The Company's growth strategy is to acquire firms in this extensive and expanding, but highly fragmented segment, as it seeks to create substantial value for shareholders. Since June 2004, Trey has acquired SWK Technologies, Inc., Business Tech Solutions Group, Inc., Wolen Katz Associates, and AMP-BEST Consulting, Inc. For more information, visit www.treyresources.com, www.swktech.com,  www.mapadoc.com, or contact Trey Resources CEO Mark Meller at (973) 758-9555 or by e-mail at mark.meller@swktech.com.

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, regarding among other things our plans, strategies and prospects -- both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Many of the forward-looking statements contained in this news release may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditions and those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. All forward-looking statements attributable to Trey Resources, Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.

8-K 1 form8-k_15402.txt

FORM 8-K DATED AUGUST 21, 2007

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 21, 2007

TREY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 000-50302 16-1633636

(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification No.)

5 REGENT STREET, SUITE 520, LIVINGSTON, NEW JERSEY 07039

(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 758-9555

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 21, 2007, the Company announced, via press release, the Company's financial results for the period ended June 30, 2007. A copy of the Company's press release is attached hereto as Exhibit 99.1. The attached exhibit is provided under Item 2.02 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press release dated August 21, 2007 entitled "Trey Resources Reports Revenues in Excess of $1,795,000 for Second Quarter"

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TREY RESOURCES, INC.

By: /s/ Mark Meller

Mark Meller President, Chief Executive Officer and Principal Accounting Officer

Date: August 30, 2007

2

INDEX OF EXHIBITS

99.1 Press release dated August 21, 2007 entitled "Trey Resources Reports Revenues in Excess of $1,795,000 for Second Quarter"

3

8-K 1 form8k_15174.txt

FORM 8-K DATED MAY 16, 2007

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 16, 2007

TREY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 000-50302 16-1633636

(State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.)

5 REGENT STREET, SUITE 520

LIVINGSTON, NEW JERSEY 07039

(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 758-9555

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 16, 2007, the Company announced, via press release, the Company's financial results for the period ended March 31, 2007. A copy of the Company's press release is attached hereto as Exhibit 99.1. The attached exhibit is provided under Item 2.02 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press release dated May 16, 2007 entitled "Trey Resources Reports Best Quarter In Company History, Company's Subsidiary, SWK Technologies, Achieves Operating Profit"

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TREY RESOURCES, INC.

By: /s/ Mark Meller

Mark Meller President, Chief Executive Officer and Principal Accounting Officer

Date: May 17, 2007

2

INDEX OF EXHIBITS

99.1 Press release dated May 16, 2007 entitled "Trey Resources Reports Best Quarter In Company History, Company's Subsidiary, SWK Technologies, Achieves Operating Profit"

3

8-K 1 form8-k_14585.txt

FORM 8-K DATED AUGUST 22, 2006

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 22, 2006

TREY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 000-50302 16-1633636

(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification No.)

5 REGENT STREET, SUITE 520

LIVINGSTON, NEW JERSEY 07039

(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 758-9555

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 22, 2006, the Company announced, via press release, the Company's financial results for the period ended June 30, 2006. A copy of the Company's press release is attached hereto as Exhibit 99.1. The attached exhibit is provided under Item 2.02 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press release dated August 22, 2006 entitled "Trey Resources Reports Revenues in Excess of $1,568,000 for Second Quarter".

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TREY RESOURCES, INC.

By: /s/ Mark Meller

Mark Meller President, Chief Executive Officer and Principal Accounting Officer

Date: August 28, 2006

INDEX OF EXHIBITS

99.1 Press release dated August 22, 2006 entitled "Trey Resources Reports Revenues in Excess of $1,568,000 for Second Quarter".

8-K 1 form8-k_14401.txt

FORM 8-K DATED MAY 8, 2006

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 8, 2006

TREY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 000-50302 16-1633636

(State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.)

5 REGENT STREET, SUITE 520

LIVINGSTON, NEW JERSEY 07039

(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 758-9555

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 16, 2006, the Company announced, via press release, the Company's financial results for the period ended March 31, 2006. A copy of the Company's press release is attached hereto as Exhibit 99.2. The attached exhibit is provided under Item 2.02 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

SECTION 8 - OTHER EVENTS

ITEM 8.01 OTHER EVENTS.

On May 8, 2006, the Company announced that its wholly owned subsidiary, SWK Technologies, Inc., the premier total solutions provider specializing in business software solutions, has signed a non-binding letter of intent to acquire AMP-BEST Consulting, Inc. of Syracuse, NY. A copy of the Company's press release is attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press release dated May 8, 2006 entitled "Trey Resources Signs Letter of Intent to Acquire AMP-BEST Consulting".

99.2 Press release dated May 16, 2006 entitled "Trey Resources Reports Best Quarter in Company History"

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TREY RESOURCES, INC.

By: /s/ Mark Meller

Mark Meller President, Chief Executive Officer and Principal Accounting Officer

Date: May 18, 2006

2

INDEX OF EXHIBITS

99.1 Press release dated May 8, 2006 entitled "Trey Resources Signs Letter of Intent to Acquire AMP-BEST Consulting".

99.2 Press release dated May 16, 2006 entitled "Trey Resources Reports Best Quarter in Company History"

3

8-K 1 form8k_14273.txt

FORM 8-K (APRIL 3, 2006)

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 3, 2006

TREY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 000-50302 16-1633636

------------------------------- ----------- ---------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.)

5 REGENT STREET, SUITE 520

LIVINGSTON, NEW JERSEY 07039

---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 973-422-9644

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17

CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))I

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 3, 2006, the Company announced, via press release, the Company's financial results for the fiscal year ended December 31, 2005. A copy of the Company's press release is attached hereto as Exhibit 99.1. The attached exhibit is provided under Item 2.02 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press release dated April 3, 2006 entitled "Trey Resources Reports Record Revenue of $4,180,075 for 2005".

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TREY RESOURCES, INC.

By: /s/ Mark Meller

Mark Meller President, Chief Executive Officer and Principal Accounting Officer

Date: April 6, 2006

2

INDEX OF EXHIBITS

99.1 Press release dated April 3, 2006 entitled "Trey Resources Reports Record Revenue of $4,180,075 for 2005".

3

8-K 1 form8-k_14001.txt

TREY RESOURCES, INC. FORM 8-K

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): November 14, 2005

TREY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 000-50302 16-1633636

(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification No.)

5 REGENT STREET, SUITE 520

LIVINGSTON, NEW JERSEY 07039

(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 973-422-9644

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 14, 2005, the Company announced, via press release, the Company's financial results for period ended September 30, 2005. A copy of the Company's press release is attached hereto as Exhibit 99.1. The attached exhibit is provided under Item 2.02 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) List of Exhibits

99.1 Press release dated November 14, 2005 entitled "Trey Resources Reports Revenues in Excess of $1,139,000 for Third Quarter".

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TREY RESOURCES, INC.

By: s/Mark Meller

Mark Meller President, Chief Executive Officer and Principal Accounting Officer

Date: November 21, 2005

INDEX OF EXHIBITS

99.1 Press release dated November 14, 2005 entitled "Trey Resources Reports Revenues in Excess of $1,139,000 for Third Quarter".

8-K 1 form8-k_13791.txt

FORM 8-K (AUGUST 8, 2005)

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 8, 2005

TREY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 000-50302 16-1633636

(State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.)

5 REGENT STREET, SUITE 520

LIVINGSTON, NEW JERSEY 07039

(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 973-422-9644

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17

CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 8, 2005, the Company announced, via press release, the Company's financial results for period ended June 30, 2005. A copy of the Company's press release is attached hereto as Exhibit 99.1. The attached exhibit is provided under Item 2.02 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) List of Exhibits

99.1 Press release dated August 8, 2005 entitled "Trey Resources Reports Revenues in Excess of $955,000 for Second Quarter".

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TREY RESOURCES, INC.

By: /s/ Mark Meller

Mark Meller President, Chief Executive Officer and Principal Accounting Officer

Date: August 16, 2005

2

INDEX OF EXHIBITS

99.1 Press release dated August 8, 2005 entitled "Trey Resources Reports Revenues in Excess of $955,000 for Second Quarter".

3

8-K 1 form8-k_13567.txt

FORM 8-K DATED MAY 23, 2005

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 13, 2005

TREY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE 000-50302 16-1633636

(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification No.)

293 EISENHOWER PARKWAY, LIVINGSTON, NEW JERSEY 07039

(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 973-422-9644

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 13, 2005, the Company announced via press release the Company's financial results for the period ended March 31, 2005. A copy of the Company's press release is attached hereto as Exhibit 99.1. The attached exhibit is provided under Item 2.02 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) List of Exhibits

99.1 Press release dated May 13, 2005 entitled "Trey Resources Reports Record Revenues in Excess of $1MM for First Quarter"

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TREY RESOURCES, INC.

By: /s/ Mark Meller

Mark Meller President, Chief Executive Officer and Principal Accounting Officer

Date: May 23, 2005

2

INDEX OF EXHIBITS

99.1 Press release dated May 13, 2005 entitled "Trey Resources Reports Record Revenues in Excess of $1MM for First Quarter"

3