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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):
June 29, 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:
| ¨ |
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. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously announced, on April 18, 2026, QXO,
Inc., a Delaware corporation (“QXO”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with
TopBuild Corp., a Delaware corporation (“TopBuild”), Titanium MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary
of QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and a wholly owned subsidiary
of QXO (“Forward Merger Sub”). The Merger Agreement provides that, among other things, and subject to the satisfaction or
waiver of certain customary conditions set forth therein, (i) Titanium Merger Sub will merge with and into TopBuild (the “Titanium
Merger”), with TopBuild surviving as a wholly owned subsidiary of QXO, and (ii) immediately following the Titanium Merger, TopBuild
will merge with and into Forward Merger Sub (the “Forward Merger” and, together with the Titanium Merger, the “Merger”),
with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.
On June 29, 2026, QXO held a virtual special meeting
of its stockholders (the “Special Meeting”) to vote upon (i) a proposal to approve the issuance of shares of QXO’s
common stock, par value of $0.00001 per share (“Common Stock”), constituting the stock consideration to be issued to stockholders
of TopBuild in the Titanium Merger as contemplated by the Merger Agreement (the “QXO Share Issuance Proposal”) and (ii) a
proposal to approve an amendment of QXO’s fifth amended and restated certificate of incorporation to increase the number of authorized
shares of Common Stock from 2,000,000,000 to 4,000,000,000 (the “QXO Charter Amendment Proposal”). Prior to the Special Meeting,
QXO filed a definitive joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) with the U.S. Securities
and Exchange Commission on May 29, 2026. The Joint Proxy Statement/Prospectus describes the Special Meeting, the QXO Share Issuance Proposal,
the QXO Charter Amendment Proposal, the Merger and related information and was first mailed to QXO stockholders on or about May 29, 2026.
As of the close of business on May 26, 2026, the
record date for the determination of stockholders entitled to vote at the Special Meeting, there were 725,305,345 shares of Common Stock
issued and outstanding, with each share of Common Stock being entitled to one vote, 1,000,000 shares of Convertible Perpetual Preferred
Stock, par value of $0.001 per share (“Convertible Preferred Stock”), issued and outstanding, with each share of Convertible
Preferred Stock being entitled to approximately 219 votes (representing 219,010,074 votes) and 200,000 shares of Series C Convertible
Perpetual Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”), issued and outstanding, with each share
of Series C Preferred Stock being entitled to approximately 433 votes (representing 86,645,697 votes). In total, 1,030,961,116 votes were
eligible to be cast at the Special Meeting based on the number of outstanding shares of Common Stock, Convertible Preferred Stock and
Series C Preferred Stock, voting together as a single class, constituting all of the outstanding voting securities of the Company.
At the Special Meeting, the holders of 502,788,154 shares
of Common Stock, 946,825 shares of Convertible Preferred Stock and 37,129 shares of Series C Preferred Stock representing 70.44% of
the outstanding voting securities of the Company entitled to vote at the Special Meeting, were represented in person or by proxy constituting
a quorum.
The final voting results for the proposals voted
on at the Special Meeting are as follows:
QXO Share Issuance Proposal:
QXO’s stockholders approved the QXO Share
Issuance Proposal as follows:
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
| 724,999,647 |
|
1,005,727 |
|
232,333 |
QXO Charter Amendment Proposal:
QXO’s stockholders approved the QXO Charter
Amendment Proposal as follows:
| Votes
For |
|
Votes
Against |
|
Votes
Abstained |
| 722,439,916 |
|
3,503,259 |
|
294,532 |
In connection with the Special Meeting, QXO also
solicited proxies with respect to the approval of one or more adjournments of the Special Meeting to a later date or time, if necessary
or appropriate, to solicit additional proxies if there were not sufficient votes to approve the QXO Share Issuance Proposal (the “QXO
Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the QXO Share Issuance Proposal,
the QXO Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.
| Item 7.01 | Regulation FD Disclosure. |
On June 29, 2026, QXO and TopBuild issued a joint
press release announcing the final results of the voting at their respective special meetings of stockholders each held
on June 29, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information furnished in Item 7.01, 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 QXO
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. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Joint Press Release, dated as of June 29, 2026. |
| 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: June 29, 2026 |
QXO, INC. |
| |
|
| |
By: |
/s/ Christopher Signorello |
| |
|
Christopher Signorello |
| |
|
Chief Legal Officer |
Exhibit 99.1
QXO and TopBuild Stockholders Overwhelmingly
Approve QXO’s Acquisition of TopBuild
GREENWICH, Conn. and DAYTONA BEACH, Fla. – June 29,
2026 – QXO, Inc. (NYSE: QXO) (“QXO”) and TopBuild Corp. (NYSE: BLD) (“TopBuild”) today announced that
stockholders of both companies overwhelmingly approved all proposals required for QXO to complete its acquisition of TopBuild at the
companies’ respective Special Meetings held today.
Approximately 99% of the votes cast at QXO’s Special Meeting
were in favor of approving the issuance of shares of QXO common stock in connection with the transaction. Approximately 78% of the votes
cast at TopBuild’s Special Meeting were cast in favor of adopting the merger agreement, representing approximately 65% of all outstanding
shares.
The transaction is expected to close on or about July 1, 2026, provided
that customary closing conditions are satisfied.
About QXO
QXO, Inc. (NYSE: QXO) is the largest publicly traded distributor of
roofing, waterproofing, and related products and the second-largest publicly traded distributor of lumber and building materials in North
America. QXO is the fastest growing company in the $800 billion building products distribution industry and plans to become the tech-enabled
leader by delivering best-in-class customer satisfaction and outsized returns for its shareholders. The company is targeting $50 billion
in annual revenues within the next decade through accretive acquisitions and organic growth. Visit QXO.com for more information.
About TopBuild
TopBuild Corp., is North America's largest distributor and installer
of insulation and related building products. The company provides installation and distribution services across residential, commercial,
and industrial end markets, including insulation used in walls, attics, floors, and roofing assemblies; complementary products such as
gutters, fireproofing, and mechanical insulation; and specialized roofing systems for large-scale buildings such as airports, stadiums,
and warehouses. TopBuild operates more than 450 locations across the United States and Canada. Visit TopBuild.com for more information.
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; (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.
QXO Contacts:
Media
Joe Checkler
joe.checkler@qxo.com
203-609-9650
Investors
Mark Manduca
mark.manduca@qxo.com
203-321-3889
TopBuild Contacts:
Media
FTI Consulting
Pat Tucker
pat.tucker@fticonsulting.com
Investors
PI Aquino
pi.aquino@topbuild.com
386-763-8801
