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 15, 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:
| |
x |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common stock, par value $0.00001 per share |
|
QXO |
|
New 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 share |
|
QXO.PRB |
|
New 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 ¨
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. ¨
As previously reported, (i) on April 29,
2025, QXO, Inc., a Delaware corporation (“QXO”), completed the acquisition (the “Beacon Acquisition”) of
QXO Building Products, Inc., a Delaware corporation formerly known as Beacon Roofing Supply, Inc. (“QXO Building Products”),
pursuant to the Agreement and Plan of Merger, dated as of March 20, 2025, by and among QXO, QXO Building Products and Queen MergerCo, Inc.,
(ii) on April 1, 2026, QXO completed the acquisition (the “Kodiak Acquisition”) of Kodiak Building Partners Inc.,
a Delaware corporation (“Kodiak”), pursuant to the Agreement and Plan of Merger, dated as of February 10, 2026, by and
among QXO, Kodiak, Juno Merger Sub, Inc. and CSC Shareholder Services LLC and (iii) on April 20, 2026, QXO entered into
an Agreement and Plan of Merger with TopBuild Corp., a Delaware corporation (“TopBuild”), Titanium MergerCo, Inc. and
Titanium MergerCo 2, LLC, pursuant to which QXO agreed to acquire TopBuild (the “TopBuild Acquisition” and, together with
the Beacon Acquisition and the Kodiak Acquisition, the “Acquisitions”).
This Current Report on Form 8-K is being filed
in connection with the TopBuild Acquisition to provide (i) the audited and unaudited consolidated financial statements of Kodiak,
(ii) the audited and unaudited consolidated financial statements of TopBuild, (iii) the unaudited combined pro forma financial
information for QXO, QXO Building Products, Kodiak and TopBuild (collectively, the “Companies”), in each case as described
below, and (iv) the consents of KPMG LLP, Kodiak’s independent auditor, and PricewaterhouseCoopers LLP, TopBuild’s independent
registered public accounting firm. This Current Report on Form 8-K does not modify or update the consolidated financial statements of QXO
or QXO Building Products included in QXO’s Annual Report on Form 10-K for the year ended December 31, 2025 or Quarterly
Report on Form 10-Q for the three months ended March 31, 2026, nor does it reflect any subsequent information or events.
The historical audited consolidated balance
sheet of Kodiak as of December 31, 2025 and the related consolidated statements of operations, changes in stockholders’
deficit and cash flows of Kodiak for the year ended December 31, 2025, together with the notes thereto and the independent
auditor’s report thereon, are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference. The historical unaudited condensed consolidated balance sheet of Kodiak as of March 31, 2026 and the related
condensed consolidated statements of operations, changes in stockholders’ deficit and cash flows of Kodiak for the three
months ended March 31, 2026 and 2025, together with the notes thereto, are filed as Exhibit 99.2 to this Current Report on
Form 8-K and incorporated herein by reference.
The historical audited consolidated balance sheets
of TopBuild as of December 31, 2025 and 2024 and the related consolidated statements of operations, comprehensive income, cash flows
and changes in shareholders’ equity of TopBuild for each of the years ended December 31, 2025, 2024 and 2023, together with
the notes thereto and the independent registered public accounting firm’s report thereon, are filed as Exhibit 99.3 to this
Current Report on Form 8-K and incorporated herein by reference. The historical unaudited condensed consolidated balance sheets of
TopBuild as of March 31, 2026 and December 31, 2025 and the related condensed consolidated statements of operations, comprehensive
income, cash flows and changes in equity of TopBuild for the three months ended March 31, 2026 and 2025, together with the notes
thereto, are filed as Exhibit 99.4 to this Current Report on Form 8-K and incorporated herein by reference.
The unaudited pro forma combined financial statements
of the Companies, consisting of the unaudited pro forma combined statements of operations of the Companies for the three months ended
March 31, 2026 and year ended December 31, 2025, giving effect to the Acquisitions, as if they had occurred on January 1,
2025, and the unaudited pro forma combined balance sheet of the Companies as of March 31, 2026, giving effect to the Kodiak Acquisition
and TopBuild Acquisition, as if they had occurred on March 31, 2026, together with the notes thereto, are filed as Exhibit 99.5
to this Current Report on Form 8-K and incorporated herein by reference.
The consents of KPMG LLP and PricewaterhouseCoopers
LLP are filed as Exhibits 23.1 and 23.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Information
This communication contains forward-looking statements.
Statements that are not historical facts, including statements about beliefs, expectations, targets or goals, the expected timing of the
closing of the proposed acquisition, the anticipated benefits of the proposed acquisition, including synergies, and expected future financial
position, total addressable market, positions in building product verticals and results of operations, are forward-looking statements.
These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not
place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such
as “may,” “will,” “should,” “expect,” “opportunity,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
“target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking
statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results
to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially
from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on
the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the
proposed acquisition, including the risk that the required shareholder approvals may not be obtained; (iii) the effect of the pendency
of the proposed acquisition on each of QXO’s and TopBuild’s business relationships with employees, customers, or suppliers,
or on operating results or the businesses generally; (iv) the occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of
a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated, including
as a result of unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or
regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition
may not be fully realized or may take longer to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive
or technological changes; (ix) QXO’s ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties
regarding general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and (xi) those risks
and uncertainties set forth in QXO’s and TopBuild’s filings with the Securities and Exchange Commission (the “SEC”),
including each company’s Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequent Quarterly
Reports on Form 10-Q. Forward-looking statements should not be relied on as predictions of future events, and these statements are
not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. Neither
QXO nor TopBuild undertakes any obligation to update any of these statements in light of new information or future events, except to the
extent required by applicable law.
Important Information for Investors and Stockholders
In connection with the proposed acquisition, QXO
expects to file a registration statement on Form S-4 with the SEC containing a preliminary prospectus of QXO that also constitutes
a preliminary joint proxy statement of each of QXO and TopBuild. After the registration statement is declared effective, each of QXO and
TopBuild will mail a definitive joint proxy statement/prospectus to stockholders of QXO and TopBuild, respectively. This communication
is not a substitute for the joint proxy statement/prospectus or registration statement or for any other document that QXO or TopBuild
may file with the SEC in connection with the proposed acquisition. INVESTORS AND SECURITY HOLDERS OF QXO AND TOPBUILD ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders will be able to obtain free copies of the joint proxy statement/prospectus (when available) and other documents filed
with the SEC by QXO or TopBuild through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the
SEC by QXO will be available free of charge on QXO’s website at https://investors.qxo.com and copies of the documents filed with
the SEC by TopBuild will be available free of charge on TopBuild’s website at https://www.topbuild.com/investors. Additionally,
copies may be obtained by contacting the investor relations department of QXO or TopBuild.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
QXO and certain of its directors and executive
officers may be deemed to be participants in the solicitation of proxies from QXO’s stockholders in connection with the proposed
acquisition. Information regarding QXO’s directors and its executive officers, including a description of their direct or indirect
interests, by security holdings or otherwise, can be found under the captions “Security Ownership of Certain Beneficial Owners and
Management,” “Executive Compensation,” and “Director Compensation” contained in QXO’s definitive proxy
statement on Schedule 14A for QXO’s 2026 annual meeting of stockholders, which was filed with the SEC on March 24, 2026.
To the extent holdings of QXO’s securities by its directors or executive officers have changed since the applicable “as of”
date described in its 2026 proxy statement, such changes will be reflected on Statements of Beneficial Ownership on Form 4 filed
with the SEC.
TopBuild and certain of its directors and executive
officers may be deemed to be participants in the solicitation of proxies from TopBuild’s stockholders in connection with the proposed
acquisition. Information regarding TopBuild’s directors and its executive officers, including a description of their direct or indirect
interests, by security holdings or otherwise, can be found under the captions “Common Stock Ownership of Officers, Directors and
Significant Shareholders,” “Compensation Committee Report,” and “Director Compensation” contained in TopBuild’s
definitive proxy statement on Schedule 14A for TopBuild’s 2026 annual meeting of stockholders, which was filed with the SEC on March 17, 2026. To the extent holdings of TopBuild’s securities by its directors or executive officers have changed since the applicable “as
of” date described in its 2026 proxy statement, such changes will be reflected on Statements of Beneficial Ownership on Form 4
filed with the SEC.
The information regarding the interests of such
participants in the solicitation of proxies in respect of the proposed acquisition will be included in the registration statement and
joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 23.1 |
|
Consent of KPMG LLP. |
| 23.2 |
|
Consent of PricewaterhouseCoopers LLP. |
| 99.1 |
|
Audited consolidated balance sheet of Kodiak as of December 31, 2025 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows of Kodiak for the year ended December 31, 2025, together with the notes thereto and the independent auditor’s report thereon. |
| 99.2 |
|
Unaudited
consolidated balance sheet of Kodiak as of March 31, 2026 and the related consolidated statements of operations, changes in
stockholders’ deficit and cash flows of Kodiak for the three months ended March 31, 2026 and 2025, together with the notes
thereto. |
| 99.3 |
|
Audited consolidated balance sheets of TopBuild as of December 31, 2025 and 2024 and the related consolidated statements of operations, comprehensive income, cash flows and changes in shareholders’ equity of TopBuild for each of the years ended December 31, 2025, 2024 and 2023, together with the notes thereto and the independent registered public accounting firm’s report thereon (incorporated by reference to TopBuild’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026). |
| 99.4 |
|
Unaudited condensed consolidated balance sheets of TopBuild as of March 31, 2026 and December 31, 2025 and the related condensed consolidated statements of operations, comprehensive income, cash flows and changes in equity of TopBuild for the three months ended March 31, 2026 and 2025, together with the notes thereto (incorporated by reference to TopBuild’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed on May 5, 2026). |
| 99.5 |
|
Unaudited pro forma combined financial information. |
| 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: May 15, 2026
| |
QXO, INC. |
| |
|
| |
|
| |
By: |
/s/ Ihsan Essaid |
| |
|
Name: |
Ihsan Essaid |
| |
|
Title: |
Chief Financial Officer |
