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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 30, 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. ¨
Tender Offers and Consent Solicitations
On
June 30, 2026, QXO, Inc., a Delaware corporation (“QXO”), issued a press release announcing
the final results of the previously announced tender offers and consent solicitations (collectively, the “Tender Offers and Consent
Solicitations”) by QXO’s wholly-owned subsidiary, Titanium MergerCo, Inc., a Delaware corporation, for the (i) $500.0 million
aggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) $750.0 million aggregate
principal amount of outstanding 5.625% Senior Notes due 2034 (the “2034 Notes” and, together with the 2032 Notes, the “Tender
Offer Notes”) of TopBuild Corp. (“TopBuild”). The Tender Offers and Consent Solicitations expired at 5:00 p.m., New
York City time, on June 29, 2026 (the “Tender Offer Expiration Date”). No tenders submitted after the Tender Offer Expiration
Date are valid.
QXO
announced that $497,723,000 in aggregate principal amount of the 2032 Notes, equal to 99.54% of the outstanding amounts of such notes,
and $748,093,000 in aggregate principal amount of the 2034 Notes, equal to 99.75% of the outstanding amounts of such notes, were validly
tendered (and not validly withdrawn) as of the Tender Offer Expiration Date.
Subject to the terms and conditions
set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026, Tender Offer Notes validly tendered at or prior
to 5:00 p.m., New York City time, on June 11, 2026 (the “Early Tender Deadline”) (and not validly withdrawn at or prior to
5:00 p.m., New York City time, on June 11, 2026) were accepted for purchase at a price of $1,011.25 per $1,000 of principal amount of
such Tender Offer Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Tender Offer Notes up
to, but not including, the settlement date (the “Tender Offer Settlement Date”), which is expected to be July 1, 2026. Tender
Offer Notes validly tendered (and not validly withdrawn) after the Early Tender Deadline but at or prior to the Tender Offer Expiration
Date were accepted for purchase at a price of $961.25 per $1,000 of principal amount of the Tender Offer Notes, plus accrued and unpaid
interest from the last interest payment date on such purchased Tender Offer Notes up to, but not including, the Tender Offer Settlement
Date.
A
copy of the press release announcing the final results of the Tender Offers and Consent Solicitations is attached hereto as Exhibit
99.1, and is incorporated by reference into this Item 8.01.
TopBuild Stockholder Election Results
On June 30, 2026, QXO and TopBuild issued a joint
press release announcing the results of the election by TopBuild stockholders regarding the form of merger consideration they wish to
receive in connection with QXO’s acquisition of TopBuild.
A copy of the joint press release announcing the
TopBuild stockholder election results is attached as Exhibit 99.2 hereto and is 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; (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.
|
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 30, 2026, announcing final results of the Tender Offers and Consent Solicitations. |
| 99.2 |
|
Joint Press Release, dated June 30, 2026, announcing the TopBuild stockholder election results. |
| 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 30, 2026 |
QXO, INC. |
| |
|
| |
By: |
/s/ Christopher Signorello |
| |
|
Christopher Signorello |
| |
|
Chief Legal Officer |
Exhibit 99.1
QXO Announces the Expiration and Final Results
of Cash Tender Offers and Consent Solicitations for Any and All of TopBuild Corp.’s 4.125% Senior Notes due 2032 and 5.625% Senior
Notes due 2034
GREENWICH, Conn. – June
30, 2026 – QXO, Inc. (“QXO”) (NYSE: QXO) announced today the expiration and final results of the previously
announced tender offers and consent solicitations (collectively, the “Tender Offers and Consent Solicitations”) by
QXO’s wholly-owned subsidiary, Titanium MergerCo, Inc., a Delaware corporation (the “Company”), for the (i) $500.0
million aggregate principal amount of outstanding 4.125% Senior Notes due 2032 (the “2032 Notes”) and (ii) $750.0 million
aggregate principal amount of outstanding 5.625% Senior Notes due 2034 (the “2034 Notes” and, together with the 2032
Notes, the “Notes”) of TopBuild Corp. (“TopBuild”). The Tender Offers and Consent Solicitations
expired at 5:00 p.m., New York City time, on June 29, 2026 (the “Expiration Date”). No tenders submitted after the
Expiration Date are valid.
According to information provided
to the Company by D.F. King & Co., Inc., the information and tender agent (the “Information and Tender Agent”)
for the Tender Offers and Consent Solicitations, as of the Expiration Date, Notes were validly tendered and not validly withdrawn with
respect to (i) $497,723,000 aggregate principal amount of the 2032 Notes, representing approximately 99.54% of the outstanding 2032
Notes, and (ii) $748,093,000 aggregate principal amount of the 2034 Notes, representing approximately 99.75% of the outstanding
2034 Notes.
The Company has accepted for purchase all Notes
that were validly tendered (and not validly withdrawn) in the Tender Offers and Consent Solicitations. The “Settlement Date”
for the Tender Offers and Consent Solicitations is expected to be July 1, 2026, substantially coinciding with, and contingent upon, the
expected closing of QXO’s acquisition of TopBuild (the “TopBuild Acquisition”).
Any eligible holder that validly
tendered their Notes at or prior to 5:00 p.m., New York City time, on June 11, 2026 (the “Early Tender Deadline”) (and
did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on June 11, 2026) were accepted for purchase at a price
of $1,011.25 per $1,000 of principal amount of such Notes, plus accrued and unpaid interest from the last interest payment date on such
purchased Notes up to, but not including, the Settlement Date. Notes validly tendered (and not validly withdrawn) after the Early Tender
Deadline but at or prior to the Expiration Date were accepted for purchase at a price of $961.25 per $1,000 of principal amount of such
Notes, plus accrued and unpaid interest from the last interest payment date on such purchased Notes up to, but not including, the Settlement
Date.
On the Early Tender Deadline, the Company received
consents sufficient to amend the applicable Indentures governing the Notes to (i) eliminate the requirement to make a “Change of
Control Offer” for the related Notes in connection with the TopBuild Acquisition and future transactions, (ii) eliminate substantially
all of the restrictive covenants in the applicable Indenture and the Notes, (iii) eliminate certain conditions to legal defeasance and
covenant defeasance in the applicable Indenture and the Notes and (iv) eliminate all events of default other than events of default relating
to the failure to pay principal of and interest on the Notes (collectively, the “Proposed Amendments”). On the Early
Tender Deadline, TopBuild and the trustee of each series of Notes entered into a supplemental indenture to each Indenture to effect the
Proposed Amendments, both of which will become operative on the Settlement Date.
On June 18, 2026, TopBuild issued conditional
notices of redemption to redeem any Notes remaining outstanding upon consummation of the Tender Offers and Consent Solicitations at a
redemption price equal to $1,011.25 per $1,000 of principal amount of such Notes, plus accrued and unpaid interest from the last interest
payment date on such Notes up to, but not including, the redemption date, which is intended to be the Settlement Date. The redemptions
are conditioned upon the consummation of the Tender Offers and Consent Solicitations. This press release does not constitute a notice
of redemption with respect to the Notes.
The terms and conditions of
the Tender Offers and Consent Solicitations are described in an Offer to Purchase and Consent Solicitation Statement, dated May 29, 2026
(the “Offer to Purchase and Consent Solicitation Statement”). The consummation of the Tender Offers and Consent Solicitations
for the Notes of either series is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the
Offer to Purchase and Consent Solicitation Statement, including, among other things, the substantially concurrent consummation of the
TopBuild Acquisition on terms and conditions set forth in the Agreement and Plan of Merger, dated as of April 18, 2026 (as it may be amended
from time to time, the “Merger Agreement”), by and among QXO, the Company, Titanium MergerCo 2, LLC and TopBuild.
This press release does not constitute an offer
to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful.
Morgan Stanley & Co. LLC acted as the dealer
manager and solicitation agent (the “Dealer Manager”) in the Tender Offers and Consent Solicitations. D.F. King &
Co., Inc. was retained to serve as both the Information and Tender Agent for the Tender Offers and Consent Solicitations. Questions regarding
the Tender Offers and Consent Solicitations should be directed to the Dealer Manager at (800) 624-1808 (Toll-Free) or (212) 761-1057
(Collect Number). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should
be directed to D.F. King & Co., Inc. at topbuild@dfking.com (email), (866) 796-6867 (U.S. Toll-Free) or (646) 698-8770 (Banks
and Brokers).
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
www.qxo.com for more information.
Forward-Looking Statements
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 Merger Agreement, 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 subsequent Quarterly Reports on Form 10-Q, and a Registration
Statement on Form S-4/A filed by QXO with the SEC on May 29, 2026 in connection with the proposed transaction. 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.
Media Contact
Joe Checkler
joe.checkler@qxo.com
203-609-9650
Investor Contact
Mark Manduca
mark.manduca@qxo.com
203-321-3889
Exhibit 99.2
QXO
and TopBuild Announce Stockholder Election Results for Merger Consideration
GREENWICH,
Conn. and DAYTONA BEACH, Fla. — June 30, 2026 — QXO, Inc. (NYSE: QXO) (“QXO”) and TopBuild Corp. (NYSE:
BLD) (“TopBuild”) today announced the results of TopBuild stockholders’ elections regarding the form of merger consideration
(the “Merger Consideration”) to be received in connection with QXO’s acquisition of TopBuild (the “Transaction”).
As previously disclosed, the deadline for making an election was 5:00 p.m. Eastern Time on June 29, 2026 (the “Election Deadline”).
The parties expect the Transaction to close on
or about July 1, 2026, subject to the satisfaction or waiver of customary closing conditions.
Before the Election Deadline, and as described
in the election materials and in the parties’ joint proxy statement/prospectus dated May 29, 2026, each eligible TopBuild stockholder
could elect to receive, for each share of TopBuild common stock held before the closing of the Transaction, either (i) $505.00 in cash
(the “Cash Consideration”) or (ii) 20.200 shares of QXO common stock (the “Stock Consideration”), in each case
subject to the election and proration procedures set forth in the merger agreement and the joint proxy statement/prospectus.
TopBuild stockholders who did not make a
valid election by the Election Deadline are deemed to have elected to receive the Stock Consideration. TopBuild stockholders who
otherwise would have received a fractional share of QXO common stock will receive cash in lieu of that fractional share.
Based on available information as of the Election
Deadline, the results of the Merger Consideration election are as follows:
| · | TopBuild stockholders of record representing approximately 91.0% of the outstanding shares of TopBuild
common stock elected to receive the Cash Consideration. In accordance with the proration procedures in the merger agreement, those shares
were converted into the right to receive approximately $249.71 in cash and 10.211 shares of QXO common stock for each share of TopBuild
common stock, subject to final calculations by the exchange agent; |
| · | TopBuild stockholders of record representing approximately 1.4% of the outstanding shares of TopBuild
common stock elected to receive the Stock Consideration; |
| · | TopBuild stockholders of record representing approximately 7.6% of the outstanding shares of TopBuild
common stock did not make a valid election or did not deliver a valid election by the Election Deadline and are therefore deemed to have
elected to receive the Stock Consideration in accordance with the terms of the merger agreement. |
A more detailed description of the Merger Consideration
and the allocation and proration procedures applicable to elections is contained in the joint proxy statement/prospectus.
About QXO
QXO, Inc. 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 revenue
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
